AUL AMERICAN INDIVIDUAL VARIABLE LIFE UNIT TRUST
485BPOS, 1999-04-30
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<PAGE>
   
      As filed with the Securities and Exchange Commission on April 30, 1999
                           Registration No. 333-32553
    

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington. D.C. 20549

                           POST-EFFECTIVE AMENDMENT NO. 3 TO
                                    FORM S-6

                    FOR REGISTRATION UNDER THE SECURITIES ACT
                    OF 1933 OF SECURITIES OF UNIT INVESTMENT
                        TRUSTS REGISTERED ON FORM N-8B-2

                AUL AMERICAN INDIVIDUAL VARIABLE LIFE UNIT TRUST
                     AMERICAN UNITED LIFE INSURANCE COMPANY(R)
                              (Exact Name of Trust)

                     AMERICAN UNITED LIFE INSURANCE COMPANY(R)
                               (Name of Depositor)

                               One American Square
                        Indianapolis, Indiana 46282
               (Address of Depositor's Principal Executive Office)

                              John C. Swhear, Esq.
                                     Counsel
                     American United Life Insurance Company(R)
                               One American Square
                           Indianapolis, Indiana 46282
               (Name and Address of Agent for Service of Process)

It is proposed that this filing will become effective (Check appropriate Space)

_____     immediately upon filing pursuant to paragraph (b) of Rule 485

   
 X        on  May 1, 1999   pursuant to paragraph (b) of Rule 485
_____        --------------
    


_____     60 days after filing pursuant to paragraph (a)(1) of Rule 485


_____     on (date) pursuant to paragraph (a)(1) of Rule 485

_____     this post-effective amendment designates a new effective date for a
          previously filed amendment.


<PAGE>



               AUL American Individual Variable Life Unit Trust of
                     American United Life Insurance Company(R)

                        Modified Single Premium Variable
                             Life Insurance Policies

                             RECONCILIATION AND TIE

                  (Form N-8B-2 Items required by Instruction as
                         to the Prospectus in Form S-6)


Form N-8B-2                                                     Form S-6
Item Number                                               Heading in Prospectus

                    I. Organization and General Information

1.       (a) Name of trust..............................  Prospectus front cover

         (b) Title of securities issued.................  Prospectus front cover

2.       Name and address of each depositor............   Prospectus front cover

3.       Name and address of trustee....................  N/A

4.       Name and address of each principal
           underwriter..................................  Sale of the Policies

5.       State of organization of trust.................  Separate Account

6.       Execution and termination of trust
           agreement....................................  Separate Account

9.       Litigation....................................   Other Information
                                                           About the Policies
                                                           and AUL - Litigation

                      II. General Description of the Trust
                           and Securities of the Trust

10.      (a)      Registered or bearer                    Summary and Diagram
                    securities............................ of the Policy

         (b)      Cumulative or distributive              Summary and Diagram
                    securities............................ of the Policy

                                       i
<PAGE>


         (c)      Withdrawal or Redemption.............   Cash Benefits-Policy
                                                           Loans; Cash Benefits
                                                           - Surrendering the 
                                                           Policy for Net Cash
                                                           Value

         (d)     Conversion, transfer, etc............    Premium Payments and 
                                                           Allocations-Transfer
                                                           Privilege; Premium
                                                           Payments and
                                                           Allocations-Dollar
                                                           Cost Averaging
                                                           Program; Premium 
                                                           Payments and
                                                           Allocations-Portfolio
                                                           Rebalancing Program;
                                                           Cash Benefits-Policy
                                                           Loans; Cash Benefits
                                                           -Partial Surrenders;
                                                           Other Policy Benefits
                                                           and Provisions-
                                                           Exchange for Paid-Up
                                                           Policy

         (e)      Lapse or Default......................   Premium Payments and
                                                            Allocations-Premium
                                                            Payments to Prevent
                                                            Lapse; Other Policy
                                                            Benefits and
                                                            Provisions-
                                                            Reinstatement

         (f)      Voting rights..........................  Other Information 
                                                            About the Policies 
                                                            and AUL-Voting
                                                            Rights

         (g)      Notice to security holders.............. Other Policy Benefits
                                                            and Provisions-
                                                            Changes in the
                                                            Policy or Benefits;
                                                            Other Policy
                                                            Benefits and
                                                            Provisions Reports
                                                            to Policy Owners;
                                                            Other Information
                                                            About the Policies
                                                            and AUL-Addition,
                                                            Deletion or
                                                            Substitution of
                                                            Investments

         (h)      Consents required......................   Other Information
                                                             About the Policies
                                                             and AUL  - Voting
                                                             Rights; Other
                                                             Policy Benefits
                                                             and Provisions -
                                                             Changes in the
                                                             Policy or Benefits;
                                                             Other Information
                                                             About the Policies
                                                             and AUL- Voting
                                                             Rights; Other
                                                             Information About
                                                             the Policies and
                                                             AUL  - Addition,
                                                             Deletion or
                                                             Substitution of
                                                             Investments
                                       ii
<PAGE>




         (i)      Other provisions......................  Premium Payments and
                                                           Allocations; Charges 
                                                           and Deductions; Death
                                                           Benefits; Cash
                                                           Benefits; 
                                                           Summary and Diagram
                                                           of the Policy

11.      Type of securities comprising units............  Prospectus front 
                                                           cover; General
                                                           Information About 
                                                           AUL, the Separate
                                                           Account and the Funds

12.      Certain information regarding
          periodic payment plan certificates............  General Information
                                                           About AUL, the
                                                           Separate Account and
                                                           the Funds - The Funds

13.      (a)      Load, fees, expenses, etc.............. Charges and Deductions

         (b)      Certain information regarding
                    periodic payment plan
                    certificates..........................N/A

         (c)      Certain percentages.....................Charges and Deductions

         (d)      Certain other fees, etc................ Charges and Deductions

         (e)      Certain other profits or  benefits..... Premium Payments and 
                                                           Allocations-Transfer
                                                           Privilege;
                                                           Illustrations of
                                                           Account Values, Cash
                                                           Values, Death 
                                                           Benefits and 
                                                           Accumulated Premium
                                                           Payments

         (f)      Other benefits.........................General Information 
                                                           About AUL, the
                                                           Separate Account and
                                                           the Funds - The Funds

         (g)      Ratio of annual charges to
                    income................................N/A

                                      iii
<PAGE>




14.      Issuance of trust's securities...................Summary and Diagram of
                                                           the Policy; Premium 
                                                           Payments and 
                                                           Allocations

15.      Receipt and handling of payments                 Premium Payments and
           from purchasers................................ Allocations

16.      Acquisition and disposition of                   General Information
          underlying securities........................... about AUL, the 
                                                           Separate Account and
                                                           the Funds; Charges
                                                           and Deductions - Fund
                                                           Expenses

17.      Withdrawal or redemption.........................Premium Payments and 
                                                           Allocations -Transfer
                                                           Privilege; Charges
                                                           and Deductions -
                                                           Surrender Charge;
                                                           Cash Benefits -
                                                           Surrendering the
                                                           Policy for Net Cash
                                                           Value; Cash Benefits
                                                           -Policy Loans; Cash
                                                           Benefits - Partial
                                                           Surrenders; Cash
                                                           Benefits-Settlement
                                                           Options; Other
                                                           Information About
                                                           the Policies and
                                                           AUL  - Reinstatement

18.      (a)      Receipt, custody and                    General Information
                   disposition of income .................   About AUL, 
                                                             the Separate 
                                                             Account and the
                                                             Funds - Separate
                                                             Account; Other
                                                             Policy Benefits and
                                                             Provisions -
                                                             Dividends; Tax 
                                                             Considerations

         (b)      Reinvestment of
                    distributions........................ N/A

         (c)      Reserves or special funds.............. N/A

         (d)      Schedule of distributions.............. N/A

19.      Records, accounts and reports................... Other Policy Benefits
                                                           and Provisions
                                                           - Reports to Policy
                                                           Owners
                                       iv
<PAGE>



20.      Certain miscellaneous provisions
           of trust agreement:

         (a)      Amendment.............................  N/A

         (b)      Termination...........................  N/A

         (c)      and (d) Trustee, removal and
                    successor............................ N/A

         (e)      and (f) Depositors, removal
                    and successor........................ N/A

21.      Loans to security holders....................... Cash Benefits - 
                                                           Policy Loans

22.      Limitations on liability........................ N/A

23.      Bonding arrangements............................ N/A

24.      Other material provisions of
           trust agreement............................... Other Information 
                                                           About the Policies
                                                           and AUL

                        III. Organizations, Personnel and
                             Affiliated Persons of Depositor

25.      Organization of depositor......................  AUL

26.      Fees received by depositor

         (a)      Under the policies....................  N/A

         (b)      From the Funds........................  General Information
                                                            About AUL, the
                                                            Separate Account and
                                                            the Funds - The 
                                                            Funds

27.      Business of depositor..........................  General Information
                                                           About AUL, the
                                                           Separate Account and 
                                                           the Funds - AUL

28.      Certain information as to officials
          and affiliated persons of depositor..........   Other Information 
                                                           About the Policies
                                                           and AUL - AUL
                                                           Directors and
                                                           Executive Officers
                                       v
<PAGE>

29.      Voting securities of depositor.................. N/A

30.      Persons controlling depositor................... N/A

31.      Payments by depositor for certain
           services rendered to trust.................... N/A

32.      Payments by depositor for certain
           other services rendered to
           trust........................................  N/A

33.      Remuneration of employees of
           depositor for certain services
           rendered to trust............................  N/A

34.      Remuneration of other persons
           for certain services rendered
           to trust.....................................  N/A

                  IV. Distribution and Redemption of Securities

35.      Distribution of trust's securities
           by states....................................  N/A

37.      Revocation of authority to
           distribute..................................  N/A

38.      (a)   Method of distribution..................  Other Information About
                                                           the Policies and AUL 
                                                           -Sale of the Policies

         (b)   Underwriting agreements..................  Other Information 
                                                           About the Policies
                                                           and AUL - Sale of the
                                                           Policies

         (c)   Selling agreements........................ Other Information 
                                                            About the Policies
                                                            and AUL - Sale of
                                                            the Policies

39.      (a)      Organization of principal
                    underwriters........................  See Item 25
  
                                     vi
<PAGE>



         (b)      N.A.S.D. membership of
                    principal underwriters.............  Other Information 
                                                          About the Policies
                                                          and AUL - Sale of the 
                                                          Policies
40.      Certain fees received by principal
           underwriters.................................. See Item 26

41.      (a)      Business of each principal
                    underwriter.......................... See Item 27

42.      Ownership of trust's securities
           by certain persons............................ N/A

43.      Certain brokerage commissions
           received by principal
           underwriters.................................  N/A

44.      (a)      Method of valuation...................  How Your Account 
                                                           Values Vary

         (b)      Schedule as to offering
                    price...............................  Charges and Deductions

         (c)      Variation in offering price
                    to certain persons..................  Charges and Deductions

45.      Suspension of redemption rights................  N/A

46.      (a)      Redemption Valuation..................  How Your Account Value
                                                           Varies; Cash
                                                           Benefits - Surrender
                                                           Charge

         (b)      Schedule as to redemption
                   price................................. Cash Benefits -
                                                           Surrender Charge

47.      Maintenance of position in
          underlying securities.........................  General Information
                                                           About AUL, the
                                                           Separate Account
                                                           and the Funds
                                                           Separate Account;
                                                           General Information
                                                           About AUL, the
                                                           Separate Account
                                                           and the Funds -  The
                                                           Funds; Premium 
                                                           Payments and 
                                                           Allocations -
                                                           Premium Allocations
                                                           and Crediting
                                      vii
<PAGE>

               V. Information Concerning the Trustee or Custodian

48.      Organization and regulation of
           trustee.......................................  N/A

49.      Fees and expenses of trustees...................  N/A

50.      Trustee's lien..................................  N/A

                     VI. Information Concerning Insurance of
                              Holders of Securities

51.      Insurance of holders of trust's                  Summary and Diagram 
          securities....................................   of the Policy;
                                                           General Information 
                                                           About AUL, the
                                                           Separate Account and 
                                                           the Funds; Death
                                                           Benefits; Cash
                                                           Benefits; Other
                                                           Policy Benefits and
                                                           Provisions; Other 
                                                           Information About the
                                                           Policies and AUL;
                                                           Premium Payments and
                                                           Allocations

                           VII. Policy of Registrant

52.      (a)      Provisions of trust agreement
                    with respect to selection or
                    elimination of underlying
                    securities..........................  Other Information 
                                                           About the Policies
                                                           and AUL - Addition,
                                                           Deletion or
                                                           Substitution of 
                                                           Investments; General
                                                           Information About 
                                                           AUL, the Separate
                                                           Account and the Funds

         (b)      Transactions involving elimination
                    of underlying securities.............. N/A

         (c)      Policy regarding substitution
                    or elimination of under-
                    lying securities.....................  See Item 52(a)

         (d)      Fundamental policy not other-
                    wise covered........................   N/A

53.      Tax status of trust............................   Tax Considerations

                                      viii
<PAGE>



                   VIII. Financial and Statistical Information

54.      Trust's securities during last
           ten years..................................... N/A

55.      Trust's securities during last
           ten years..................................... N/A


                                       ix

<PAGE>



                                   PROSPECTUS

             MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICY

                    American United Life Insurance Company(R)
                               One American Square
                           Indianapolis, Indiana 46282


This  Prospectus  describes a modified  single  premium  variable life insurance
policy (the  "Policy")  offered by American  United  Life  Insurance  Company(R)
("AUL,"  "we,"  "us" or  "our").  AUL designed the Policy  to provide  insurance
protection  on the Insured (or Insureds if you choose the Last  Survivor  Rider)
named in the Policy.

The Policy gives you the  opportunity to allocate  premiums and Account Value to
one or more  Investment  Accounts of the AUL American  Individual  Variable Life
Unit Trust (the "Separate  Account").  AUL invests the assets of each Investment
Account in a  corresponding  mutual fund portfolio  (each, a  "Portfolio").  The
investment advisers shown below manage each Fund and its Portfolio(s).

<TABLE>
<S>                                                <C>
     
Fund                                                Investment Adviser

   
AUL American Series Fund, Inc.                      AUL
     AUL American Equity Portfolio
     AUL American Bond Portfolio
     AUL American Money Market Portfolio
     AUL American Managed Portfolio
Alger American Fund                                 Fred Alger & Company
     Alger American Growth Portfolio
American Century Variable Portfolios, Inc.          American Century Investment Management, Inc.
     American Century VP Capital Appreciation Portfolio
     American Century VP Income & Growth Portfolio          
     American Century VP International Portfolio
Fidelity Variable Insurance Products Fund           Fidelity Management & Research Company
     VIP Equity-Income Portfolio
     VIP Growth Portfolio
     VIP High Income Portfolio
     VIP Money Market Portfolio
     VIP Overseas Portfolio
Fidelity Variable Insurance Products Fund II        Fidelity Management & Research Company
     VIP II Asset Manager Portfolio
     VIP II Contrafund Portfolio
     VIP II Index 500 Portfolio
Janus Aspen Series                                  Janus Capital Corporation
     Janus Flexible Income Portfolio            
     Janus Worldwide Growth Portfolio
SAFECO Resource Series Trust                        SAFECO Asset Management Company
     SAFECO RST Equity Portfolio
     SAFECO RST Growth Portfolio
T. Rowe Price Equity Series, Inc.                   T. Rowe Price Associates, Inc.
     T. Rowe Price Equity Income Portfolio
</TABLE>



The prospectuses for the Funds describe their respective  Portfolios,  including
the risks of investing in the Portfolios,  and provide other  information on the
Funds.  Not all funds are available with all contracts.
    

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission has approved or  disapproved  of these  securities or passed upon the
adequacy or accuracy of the prospectus.  Any representation to the contrary is a
criminal offense.

This prospectus  should be accompanied by the current  prospectuses for the fund
or funds being considered.  Each of these prospectuses  should be read carefully
and retained for future reference.

                 The Date of this Prospectus is May 1, 1999

<PAGE>



                                 TABLE CONTENTS
                                                                        Page

DEFINITIONS OF TERMS.....................................................3

SUMMARY AND DIAGRAM OF THE POLICY........................................4

   
GENERAL INFORMATION ABOUT AUL, THE SEPARATE ACCOUNT AND THE FUNDS....... 7
         American United Life Insurance Company(R)...................... 7
         Separate Account............................................... 7
         The Funds...................................................... 7
         AUL American Series Fund....................................... 7
         Alger American Fund............................................ 7
         American Century Variable Portfolios, Inc...................... 7
         Fidelity Variable Insurance Products Fund...................... 8
         Fidelity Variable Insurance Products Fund II................... 8
         Janus Aspen Series............................................. 9
         SAFECO Resource Series Trust................................... 9
         T. Rowe Price Equity Series, Inc............................... 9 
    

FUND EXPENSE TABLE......................................................10

PREMIUM PAYMENTS AND ALLOCATIONS........................................11
         Applying for a Policy..........................................11
         Right to Examine Policy........................................11
         Premiums.......................................................11
         Premium Payments to Prevent Lapse..............................11
         Premium Allocations and Crediting..............................12
         Transfer Privilege.............................................12
         Dollar Cost Averaging Program..................................12
         Portfolio Rebalancing Program..................................13

CHARGES AND DEDUCTIONS..................................................13
         Monthly Deduction..............................................13
         Annual Contract Charge.........................................14
         Surrender Charge...............................................14
         Taxes..........................................................14
         Special Uses...................................................14
         Fund Expenses..................................................15

HOW YOUR ACCOUNT VALUES VARY............................................15
         Determining the Account Value..................................15
         Cash Value and Net Cash Value..................................15

DEATH BENEFIT...........................................................16
         Amount of Death Benefit Proceeds...............................16
         Death Benefit..................................................16
         Selecting and Changing the Beneficiary.........................16

CASH BENEFITS...........................................................16
         Policy Loans...................................................16
         Surrendering the Policy for Net Cash Value.....................17
         Partial Surrenders.............................................17
         Settlement Options.............................................18
         Specialized Uses of the Policy.................................18
         Life Insurance Retirement Plans................................18
         Risks of Life Insurance Retirement Plans.......................19

ILLUSTRATIONS OF ACCOUNT VALUES, CASH VALUES, DEATH BENEFITS 
         AND ACCUMULATED PREMIUM PAYMENTS...............................19

OTHER POLICY BENEFITS AND PROVISIONS....................................30
         Limits on Rights to Contest the Policy.........................30
         Changes in the Policy or Benefits..............................30
         Exchange for Paid-Up Policy....................................30
         When Proceeds Are Paid.........................................30
         Dividends......................................................30
         Reports to Policy Owners.......................................30
         Assignment.....................................................30
         Reinstatement..................................................30
         Rider Benefits.................................................31

TAX CONSIDERATIONS......................................................32
         Tax Status of the Policy.......................................32
         Tax Treatment of Policy Benefits...............................33
         Estate and Generation Skipping Taxes...........................34
         Life Insurance Purchased for Use in Split Dollar Arrangements..34
         Taxation Under Section 403(b) Plans............................34
         Non-Individual Ownership of Contracts..........................35
         Possible Charge for AUL's Taxes................................35

   
OTHER INFORMATION ABOUT THE POLICIES AND AUL............................35
         Policy Termination.............................................35
         Resolving Material Conflicts...................................35
         Addition, Deletion or Substitution of Investments..............36
         Voting Rights..................................................36
         Sale of the Policies...........................................36
         AUL Directors and Executive Officers...........................37
         State Regulation...............................................39
         Additional Information.........................................39
         Independent Accountants........................................39
         Litigation.....................................................39
         Legal Matters..................................................39
         Year 2000 Readiness Disclosure.................................39
         Financial Statements...........................................40
    

THIS  PROSPECTUS  DOES NOT CONSTITUTE AN OFFERING IN ANY  JURISDICTION  IN WHICH
SUCH  OFFERING MAY NOT BE LAWFULLY  MADE.  NO PERSON IS  AUTHORIZED  TO MAKE ANY
REPRESENTATIONS  IN CONNECTION  WITH THE OFFERING OTHER THAN THOSE  CONTAINED IN
THIS PROSPECTUS,  THE PROSPECTUSES OF THE FUNDS, OR THE STATEMENTS OF ADDITIONAL
INFORMATION OF THE FUNDS.

                                       2
<PAGE>

                              DEFINITIONS OF TERMS

ACCOUNT VALUE

          The Account Value is the sum of your interest in the Variable  Account
          and the Loan Account.

AGE

          Issue Age means the  Insured's age as of the Contract  Date.  Attained
          Age  means the Issue Age  increased  by one for each  complete  Policy
          Year.

CASH VALUE

          The Cash Value is the Account Value less the Surrender Charge.

CONTRACT DATE

          The  date  from  which  Monthiversaries,   Policy  Years,  and  Policy
          Anniversaries are measured.  Suicide and incontestability  periods are
          measured from the Contract Date.

DEATH BENEFIT AND DEATH BENEFIT PROCEEDS

          This Policy has a death  benefit that is described  herein.  The Death
          Benefit  Proceeds are the Death Benefit less any outstanding  loan and
          loan interest, plus any benefits provided by rider.

FACE AMOUNT

          The Face Amount  shown on the Policy  Data Page of the  Policy,  or as
          subsequently changed under the Partial Surrender provision.

HOME OFFICE

          The  Variable  Products  Service  office at AUL's  principal  business
          office, One American Square, Indianapolis, Indiana 46282.

INITIAL MAXIMUM PREMIUM

          An amount set to be less than or equal to the  initial  premium  limit
          required to qualify the Policy as life  insurance  under the  Internal
          Revenue Code.

INSURED

          The insured  named on the Policy Data Page of the Policy.  The Insured
          may or may not be the Owner.  An available rider provides for coverage
          on the lives of two Insureds.

INVESTMENT ACCOUNTS

          One  or  more  of  the  subdivisions  of the  Separate  Account.  Each
          Investment  Account is  invested  in a  corresponding  Portfolio  of a
          particular mutual fund.

ISSUE DATE


          The date the Policy is issued.

LOAN ACCOUNT

          A portion of the Account Value which is collateral for loan amounts.

MINIMUM INSURANCE PERCENTAGE

          The minimum  percentage of insurance required to qualify the Policy as
          life  insurance  under the  Internal  Revenue  Code.  A table of these
          amounts is on the Policy Data Page of your Policy.

MONTHIVERSARY

          The same date of each month as the Contract  Date. If a  Monthiversary
          falls on a day which is not a Valuation  Date,  the  processing of the
          Monthiversary will be the next Valuation Date.

NET CASH VALUE

          Cash Value less outstanding loans and loan interest.

OWNER

          The owner named in the application for a Policy, unless changed.

PARTIAL SURRENDER

          A withdrawal of a portion of the Account Value.

POLICY ANNIVERSARY

          The same date each year as the Contract Date.

POLICY DATA PAGE

          The Policy Data Page in your Policy,  or the supplemental  Policy Data
          Page most recently sent to you by us.

POLICY YEAR

          One year from the Contract Date and from each Policy Anniversary.

PORTFOLIO

          A separate investment fund in which the Separate Account invests.

PROPER NOTICE

          Notice that is received at our Home Office in a form acceptable to us.

RISK AMOUNT

          The Death Benefit divided by 1.00246627 less the Account Value.

SEPARATE ACCOUNT

          AUL American Individual Variable Life Unit Trust. The Separate Account
          is segregated into several Investment Accounts,  each of which invests
          in a corresponding mutual fund portfolio.

VALUATION DATE

          Valuation  Dates are the dates on which the  Investment  Accounts  are
          valued.  A  Valuation  Date is any  date on which  the New York  Stock
          Exchange  is  open  for   trading  and  we  are  open  for   business.
          Traditionally,  in addition to federal  holidays,  AUL is not open for
          business  on the day after  Thanksgiving  and either the day before or
          after Christmas or Independence Day.

VALUATION PERIOD

          A Valuation  Period begins at the close of one Valuation Date and ends
          at the close of the next succeeding Valuation Date.

VARIABLE ACCOUNT

          The  Account  Value of this  Policy  which is  invested in one or more
          Investment Accounts.

WE

          "We", "us" or "our" means AUL.

YOU

          "You" or "your" means the Owner of this Policy.

                                       3
<PAGE>

                        SUMMARY AND DIAGRAM OF THE POLICY

The investor  should read the following  summary of Prospectus  information  and
diagram of the Policy in  conjunction  with the detailed  information  appearing
elsewhere in this Prospectus. Unless otherwise indicated, the description of the
Policy in this  Prospectus  assumes  that the Policy is in force,  that the Last
Survivor Rider is not in force, and that there are no outstanding loans and loan
interests.

The Policy is  similar in many ways to  fixed-benefit  life  insurance.  As with
fixed-benefit  life  insurance,  typically  the Owner of a Policy  pays  premium
payments for insurance  coverage on the Insured.  Also, like  fixed-benefit life
insurance, the Policy provides for accumulation of premiums and a Net Cash Value
that is  payable  if the  Owner  surrenders  the  Policy  during  the  Insured's
lifetime.  As with fixed-benefit  life insurance,  the Net Cash Value during the
early Policy Years is likely to be lower than the premium payments paid.

However,  the  Policy  differs  from  fixed-benefit  life  insurance  in several
important respects.  Unlike fixed-benefit life insurance,  the Death Benefit may
and the Account  Value will  increase  or  decrease  to reflect  the  investment
performance  of the  Investment  Accounts to which  Account  Value is allocated.
Also,  there is no guaranteed  minimum Net Cash Value.  If the Net Cash Value is
insufficient to pay the Monthly  Deduction,  the Policy will lapse without value
after a grace  period.  See  "Premium  Payments  to Prevent  Lapse." If a Policy
lapses while loans are outstanding,  adverse tax  consequences  may result.  See
"Tax Considerations."

The diagram on the following pages summarizes the most important features of the
Policy, such as charges, cash surrender benefits, Death Benefit, and calculation
of Cash Values.

PURPOSE OF THE POLICY.  AUL designed the Policy to provide  long-term  insurance
benefits;  and, it may also provide  long-term  accumulation of Cash Value.  You
should evaluate the Policy in conjunction with other insurance policies that you
own, as well as the need for insurance and the Policy's long-term  potential for
growth. It may not be advantageous to replace existing  insurance  coverage with
this Policy.  In particular,  you should carefully  consider  replacement if the
decision to replace existing  coverage is based solely on a comparison of Policy
illustrations. See "Illustrations" below and "Specialized Uses of the Policy."

ILLUSTRATIONS.  Illustrations  included in this Prospectus or used in connection
with the  purchase  of a Policy  that  illustrate  Policy  Cash Values and Death
Benefit  Proceeds  for  prototype  insureds are based on  hypothetical  rates of
return.

The   illustrations   show  Policy   values   based  on  current   charges  and,
alternatively,  based on  guaranteed  charges.  See  "Illustrations  of  Account
Values, Net Cash Values, Death Benefits and Accumulated Premium Payments."

POLICY TAX COMPLIANCE. AUL intends for the Policy to satisfy the definition of a
life insurance  policy under Section 7702 of the Internal  Revenue Code of 1986,
as amended (the "Internal Revenue Code"). It is expected that most Policies will
be treated as modified endowment contracts ("Modified Endowments") under federal
tax law.  AUL will  monitor  the  Policies  and will  attempt to notify you on a
timely basis if your Policy ceases to satisfy the federal tax definition of life
insurance.  For  further  discussion  of the tax  status of a Policy and the tax
consequences  of  being  treated  as a life  insurance  contract  or a  Modified
Endowment, see "Tax Considerations."

RIGHT TO EXAMINE  POLICY AND POLICY  EXCHANGE.  For a limited time, you have the
right to cancel your Policy and receive a refund. See "Right to Examine Policy."
AUL generally  allocates Premiums to the Investment Accounts on the later of the
day the "right to examine" period expires, or the date we receive the premium at
our Home Office. See "Premium Allocations and Crediting."

You may  exchange  the Policy for a paid-up  whole life policy with a level face
amount, not greater than the Policy's Face Amount,  that can be purchased by the
Policy's Net Cash Value. See "Exchange for Paid-Up Policy."

OWNER  INQUIRIES.  If you have  any  questions,  you may  write or call our Home
Office at One American Square, P.O. Box 7127, Indianapolis,  Indiana 46206-7127,
1-800-863-9354.

                                       4
<PAGE>

                               Diagram of Contract

                                Premium Payments

   
You may elect to pay an initial  premium  payment that is equivalent to 80%, 90%
or 100% of the Initial  Maximum Premium.
    

The Policy's  maximum  initial premium payment depends on the Insured's age, sex
and risk class, initial Face Amount selected,  and any supplemental and/or rider
benefits.

Extra premium payments may be necessary to prevent lapse.


   
                                Premium Payments

You direct the allocation of Net Premium  payments among 20 Investment  Accounts
of the Separate Account  (effective May 1, 1999, the American Century VP Capital
Appreciation  Portfolio is not available for new money  deposits or  transfers).
(See rules and limits on premium payment allocations.)
    

Each Investment Account invests in a corresponding portfolio of a mutual fund:

<TABLE>
<S>                                                     <C>


 Mutual Fund                                             Portfolio

AUL American Series Fund, Inc.                    Equity Portfolio
                                                  Bond Portfolio
                                                  Managed Portfolio
                                                  Money Market Portfolio

Alger American Fund                               Alger American Growth Portfolio

   
American Century Variable Portfolios, Inc.        American Century VP Capital Appreciation Portfolio
                                                  American Century VP Income & Growth Portfolio
                                                  American Century VP International Portfolio
    

Fidelity Variable Insurance Products Fund         VIP Equity-Income Portfolio
                                                  VIP Growth Portfolio
                                                  VIP High Income Portfolio
                                                  VIP Money Market Portfolio
                                                  VIP Overseas Portfolio

Fidelity Variable Insurance Products Fund II      VIP II Asset Manager Portfolio
                                                  VIP II Contrafund Portfolio
                                                  VIP II Index 500 Portfolio

   
Janus Aspen Series                                Janus Flexible Income Portfolio
                                                  Janus Worldwide Growth Portfolio

SAFECO Resource Series Trust                      RST Equity Portfolio
                                                  RST Growth Portfolio
    
                                                  
T. Rowe Price Equity Series, Inc.                 T. Rowe Price Equity Income Portfolio
</TABLE>

   
Not all funds are available with all contracts.
    
                                       5
<PAGE>

                                   Deductions

   
                          From Mutual Fund Portfolios

The  Investment  Advisors  of  the  underlying  mutual  fund  portfolios  deduct
Management or Advisory fees and other operating expenses from the assets of each
of the  individual  mutual fund  portfolios.  These fees and expenses range from
 .30% to 1.50% of the portfolios'  net assets.  These fees are not deducted under
the contract. They are reflected in the portfolios' net asset values.
    
                               From Account Value

Monthly deduction for cost of insurance,  administration fees, state and Federal
taxes and charges for any  supplemental  and/or rider  benefits.  Administration
fees are currently 1/12 of 0.40% of Account Value per month.  An annual contract
fee of $30 will be  deducted  on a monthly  basis if Account  Value is less than
$50,000.

                            From Investment Accounts

Monthly charge at a guaranteed annual rate of 0.90% from the Investment Accounts
during the first 10 Policy Years and 0.80%  thereafter for mortality and expense
risks.

       

                                  Account Value

Contract Value is equal to premiums,  as adjusted each Valuation Date to reflect
Investment  Account  investment  experience,  charges  deducted and other Policy
transactions (such as transfers, loans and surrenders).

Varies from day to day. There is no minimum guaranteed Account Value. The Policy
may lapse if the Net Cash  Value is  insufficient  to cover a Monthly  Deduction
due.

Can be transferred among the Investment  Accounts.  A transfer fee of $25.00 may
apply if more than 12 transfers are made in a Policy Year.

Is the starting point for calculating certain values under a Policy, such as the
Cash Value, Net Cash Value and the Death Benefit used to determine Death Benefit
Proceeds.
<TABLE>
<S>                                                          <C>

                   Cash Benefits                              Death Benefits

 Loans may be taken for amounts up to 90% of the              Income tax free to beneficiary.
 Account Value, less loan interest due on the next
 Policy Anniversary and any surrender charges.                Available as lump sum or under a variety of
                                                              settlement options.

   
 Partial Surrenders generally can be made provided            For all policies, Face Amount generated by the 
 there is  sufficient  remaining Net Cash Value.              the selection of the initial premium amount.
 Partial  Surrenders reduce the Face Amount
 proportionately. A surrender charge may apply.
    
                                                          
 The Policy may be surrendered in full at any time            Death Benefit equal to the specified amount. 
 for its Net Cash Value.  A surrender charge will             
 apply during the first ten Policy Years after
 issue.                                                       Supplemental and/or rider benefits may be available.

 Settlement options are available.

 Loans, Partial Surrenders, and Full Surrenders
 may  have  adverse  tax consequences.
</TABLE>
                                       6
<PAGE>

        GENERAL INFORMATION ABOUT AUL, THE SEPARATE ACCOUNT AND THE FUNDS

AMERICAN UNITED LIFE INSURANCE COMPANY(R)

   
The  Policies  are  issued  by AUL  which is a  mutual  life  insurance  company
organized under the laws of the State of Indiana. It was originally incorporated
as a  fraternal  society in 1877 under the laws of the federal  government,  and
reincorporated  under the laws of the State of Indiana in 1933. AUL is currently
licensed to transact  life  insurance  business in 48 states and the District of
Columbia. AUL conducts a conventional life insurance,  reinsurance,  and annuity
business.  At December 31, 1998, AUL had assets of  $9,336,325,097  and a policy
owners' surplus of $734,099,854.
    

AUL is subject to  regulation  by the  Department  of  Insurance of the State of
Indiana  as  well  as by the  insurance  departments  of all  other  states  and
jurisdictions  in which it does  business.  We submit  annual  statements on our
operations and finances to insurance officials in such states and jurisdictions.
The forms for the Policy  described in this Prospectus are filed with and (where
required)  approved by  insurance  officials in each state and  jurisdiction  in
which Policies are sold.  State specific policy forms may reflect some variances
in the provisions outlined in this prospectus.

SEPARATE ACCOUNT

The Separate  Account was established as a segregated  investment  account under
Indiana law on July 10, 1997. It is used to support the Policies and may be used
to support  other  variable life  insurance  contracts,  and for other  purposes
permitted by law. The Separate  Account is registered  with the  Securities  and
Exchange  Commission  ("SEC") as a unit  investment  trust under the  Investment
Company  Act of 1940 (the "1940  Act").  AUL has  established  other  segregated
investment accounts, some of which also are registered with the SEC.

The  Separate  Account is  divided  into  Investment  Accounts.  The  Investment
Accounts  available  under the Policies  invest in shares of  Portfolios  of the
Funds. The Separate  Account may include other Investment  Accounts that are not
available under the Policies and are not otherwise discussed in this Prospectus.
The assets in the Separate Account are owned by AUL.

Income, gains and losses,  realized or unrealized,  of an Investment Account are
credited to or charged  against the  Investment  Account  without  regard to any
other  income,  gains or losses of AUL.  Applicable  insurance law provides that
assets  equal to the  reserves and other  contract  liabilities  of the Separate
Account are not chargeable with liabilities arising out of any other business of
AUL. AUL is obligated to pay all benefits provided under the Policies.

THE FUNDS

Each  Fund is  registered  with the SEC as a  diversified,  open-end  management
investment company under the 1940 Act, although the SEC does not supervise their
management or investment practices and policies. Each of the Funds comprises one
or more of the Portfolios  and other series that may not be available  under the
Policies.  The  investment  objectives  of each of the  Portfolios  is described
below.

   
AUL AMERICAN SERIES FUND, INC.

AUL AMERICAN EQUITY PORTFOLIO

     The primary  investment  objective of the AUL American Equity  Portfolio is
long-term capital  appreciation.  The Fund seeks current  investment income as a
secondary objective.  The Fund attempts to achieve these objectives by investing
primarily in equity securities  selected on the basis of fundamental  investment
research for their long-term growth prospects.

AUL AMERICAN BOND PORTFOLIO

     The primary  investment  objective of the AUL American Bond Portfolio is to
provide a high level of income  consistent  with prudent  investment  risk. As a
secondary  objective,  the Fund seeks to  provide  capital  appreciation  to the
extent consistent with the primary objective. The Fund attempts to achieve these
objectives by investing primarily in corporate bonds and other debt securities.

AUL AMERICAN MANAGED PORTFOLIO

     The  investment  objective  of the AUL  American  Managed  Portfolio  is to
provide a high total return  consistent with prudent  investment  risk. The Fund
attempts to achieve this  objective  through a fully managed  investment  policy
utilizing publicly traded common stock, debt securities  (including  convertible
debentures), and money market securities.

AUL AMERICAN MONEY MARKET PORTFOLIO

     The investment  objective of the AUL American Money Market  Portfolio is to
provide a high level of current income while  preserving  assets and maintaining
liquidity and investment quality. The Fund attempts to achieve this objective by
investing  in  short-term  money  market  instruments  that  are of the  highest
quality.

FOR ADDITIONAL  INFORMATION  CONCERNING AUL AMERICAN  SERIES FUND,  INC. AND ITS
PORTFOLIOS,  PLEASE SEE THE AUL AMERICAN  SERIES FUND,  INC.  PROSPECTUS,  WHICH
SHOULD BE READ CAREFULLY BEFORE INVESTING.

ALGER AMERICAN FUND

ALGER AMERICAN GROWTH PORTFOLIO

     The Alger  American  Growth  Portfolio is a growth  portfolio that seeks to
obtain long-term  capital  appreciation by investing in a diversified,  actively
managed  portfolio  of equity  securities.  Except  during  temporary  defensive
periods,  the  Portfolio  invests  at least  65% of its  total  assets in equity
securities  of  companies  that,  at the time of  purchase,  have a total market
capitalization of one billion dollars or greater.

FOR ADDITIONAL INFORMATION CONCERNING THE ALGER AMERICAN FUND AND ITS PORTFOLIO,
PLEASE SEE THE ALGER  AMERICAN FUND  PROSPECTUS,  WHICH SHOULD BE READ CAREFULLY
BEFORE INVESTING.

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

AMERICAN CENTURY VP CAPITAL APPRECIATION

     The VP Capital  Appreciation  Portfolio  seeks capital  growth by investing
primarily in common stocks (including securities  convertible into common stocks
and 

                                       7
<PAGE>

other equity equivalents) and other securities that meet certain fundamental and
technical  standards  of  selection  and  have,  in the  opinion  of the  Fund's
investment  manager,  better than average potential for  appreciation.  The Fund
tries to stay fully invested in such  securities,  regardless of the movement of
prices generally.

NOTE:  Effective  May 1, 1999,  the  American  Century  VP Capital  Appreciation
Portfolio is no longer available for new contracts.  Effective July 1, 1999, the
American  Century VP Capital  Appreciation  Portfolio is no longer available for
new money deposits and transfers on existing contracts.

AMERICAN CENTURY VP INCOME & GROWTH

     The American  Century VP Income & Growth  Portfolio seeks dividend  growth,
current income and capital appreciation by investing in a diversified  portfolio
of U.S.  stocks.  The fund employs a quantitative  management  approach with the
goal of producing a total return that  exceeds its  benchmark,  the S&P 500. The
fund's management team also targets a dividend yield that is 30% higher than the
yield of the S&P 500. The fund invests mainly in large-company  stocks,  such as
those in the S&P  500,  but it also may  invest  in the  stocks  of  small-  and
medium-sized  companies.  The management  team strives to outperform the S&P 500
over time while matching the risk characteristics of the index.

AMERICAN CENTURY VP INTERNATIONAL

     The  American  Century VP  International  Portfolio  seeks to  achieve  its
investment  objective of capital growth by investing  primarily in securities of
foreign  companies  that meet certain  fundamental  and  technical  standards of
selection  and have,  in the opinion of the  investment  manager,  potential for
appreciation.  The Fund will  invest  primarily  in common  stocks  (defined  to
include depository  receipts for common stocks and other equity  equivalents) of
companies  located in developed  markets.  Investment  in  securities of foreign
issuers typically involves greater risks than investment in domestic securities,
including currency fluctuations and political instability.

FOR ADDITIONAL INFORMATION CONCERNING AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
AND ITS PORTFOLIOS,  PLEASE SEE THE AMERICAN CENTURY VARIABLE  PORTFOLIOS,  INC.
PROSPECTUS, WHICH SHOULD BE READ CAREFULLY BEFORE INVESTING.

FIDELITY VARIABLE INSURANCE PRODUCTS FUND

VIP EQUITY-INCOME PORTFOLIO

     The VIP Equity-Income Portfolio seeks reasonable income. The fund will also
consider the  potential for capital  appreciation.  The fund seeks a yield which
exceeds  the  composite  yield on the  securities  comprising  the S&P 500.  The
Adviser   normally   invests  at  least  65%  of  the  fund's  total  assets  in
income-producing  equity  securities.  The  Adviser  may also  invest the fund's
assets  in other  types of  equity  securities  and debt  securities,  including
lower-quality  debt  securities.  The Adviser may also invest in  securities  of
foreign issuers in addition to securities of domestic issuers.

VIP GROWTH PORTFOLIO

     The VIP Growth Portfolio seeks capital  appreciation.  The Adviser normally
invests the fund's assets  primarily in common stocks.  The Adviser  invests the
fund's assets in companies that it believes have above-average growth potential.
Growth may be measured by factors  such as earnings or revenue.  The Adviser may
invest the  fund's  assets in  securities  of foreign  issuers  in  addition  to
securities of domestic issuers.

VIP HIGH INCOME PORTFOLIO

     The VIP High  Income  Portfolio  seeks to  obtain a high  level of  current
income while also considering growth of capital. The Adviser normally invests at
least 65% of the  fund's  total  assets  in  income-producing  debt  securities,
preferred stocks and convertible  securities,  with an emphasis on lower-quality
debt  securities.  Many  lower-quality  debt  securities are subject to legal or
contractual restrictions limiting the Adviser's ability to resell the securities
to the  general  public.  The  Adviser  may also  invest  the  fund's  assets in
non-income  producing  securities,  including  defaulted  securities  and common
stocks.  The Adviser  intends to limit common  stocks to 10% of the fund's total
assets.  The  Adviser  may invest in  companies  whose  financial  condition  is
troubled  or  uncertain  and that may be  involved  in  bankruptcy  proceedings,
reorganization or financial restructurings.

VIP MONEY MARKET PORTFOLIO

     The VIP Money Market Porfolio seeks as high a level of current income as is
consistent with the  preservation of capital and liquidity.  The Adviser invests
the fund's assets in U.S. dollar-denominated money market securities of domestic
and  foreign  issuers,  including  U.S.  Government  securities  and  repurchase
agreements.  The Adviser also may enter into reverse  repurchase  agreements for
the Fund.

VIP OVERSEAS PORTFOLIO

     The VIP Overseas  Portfolio seeks long-term growth of capital.  The Adviser
normally invests at least 65% of the fund's total assets in foreign  securities.
The Adviser normally invests the fund's assets primarily in stocks.  The adviser
normally  diversifies  the fund's  investments  across  different  countries and
regions. In allocating the fund's investments across countries and regions,  the
Adviser will consider the size of the market in each country and region relative
to the size of the international market as a whole.

FIDELITY VARIABLE INSURANCE PRODUCTS FUND II

VIP II ASSET MANAGER PORTFOLIO

     The VIP II Asset  Manager  Portfolio  seeks high total  return with reduced
risk over the  long-term by  allocating  its assets  among  domestic and foreign
stocks,  bonds and  short-term  instruments.  The Adviser  allocates  the fund's
assets among the following  classes,  or types, of investments.  The stock class
includes equity  securities of all types.  The bond class includes all varieties
of fixed-income securities, including lower-quality debt securities, maturing in
more than one year.  The  short-term/money  market  class  includes all types of
short-term and money market instruments.

VIP II CONTRAFUND

     The VIP II Contrafund Portfolio seeks long-term capital  appreciation.  The
Adviser  normally  invests the fund's  assets  primarily in common  stocks.  The
Adviser  invests the fund's assets in  securities  of companies  whose value the
Adviser believes is not fully  recognized by the public.  The types of companies
in which the fund may 

                                       8
<PAGE>

invest include companies  experiencing positive fundamental change such as a new
management  team or product launch,  a significant  cost-cutting  initiative,  a
merger or acquisition,  or a reduction in industry  capacity that should lead to
improved  pricing;  companies  whose  earnings  potential  has  increased  or is
expected to increase more than generally perceived;  companies that have enjoyed
recent  market  popularity  but which appear to have  temporarily  fallen out of
favor for reasons that are considered non-recurring or short-term; and companies
that are  undervalued  in relation to securities of other  companies in the same
industry.

VIP II INDEX 500 PORTFOLIO

     The VIP II Index 500 Portfolio seeks investment  results that correspond to
the total  return of common  stocks  publicly  traded in the United  States,  as
represented  by the S&P  500.  The  Adviser's  principal  investment  strategies
include  investing at least 80% of assets in common  stocks  included in the S&P
500 and lending securities to earn income for the fund.

FOR ADDITIONAL  INFORMATION  CONCERNING  FIDELITY'S  VARIABLE INSURANCE PRODUCTS
FUND  ("VIP")  AND  VARIABLE  INSURANCE  PRODUCTS  FUND II ("VIP  II") AND THEIR
PORTFOLIOS,  PLEASE  SEE THE VIP AND VIP II  PROSPECTUS,  WHICH  SHOULD  BE READ
CAREFULLY BEFORE INVESTING.

JANUS ASPEN SERIES

FLEXIBLE INCOME PORTFOLIO 

     The Flexible  Income  Portfolio is a  diversified  portfolio  that seeks to
maximize total return from a combination of income and capital  appreciation  by
investing  primarily in  income-producing  securities.  This  Portfolio may have
substantial holdings of lower rated debt securities or "junk" bonds.

WORLDWIDE GROWTH PORTFOLIO

     The  Worldwide  Growth  Portfolio  is a  diversified  portfolio  that seeks
long-term  growth of capital by investing  primarily in common stocks of foreign
and domestic issuers.

FOR  ADDITIONAL   INFORMATION   CONCERNING  JANUS  ASPEN  SERIES  FUND  AND  ITS
PORTFOLIOS,  PLEASE SEE THE JANUS ASPEN SERIES FUND PROSPECTUS,  WHICH SHOULD BE
READ CAREFULLY BEFORE INVESTING

SAFECO RESOURCE SERIES TRUST 

RST EQUITY PORTFOLIO 

     The RST Equity Portfolio has as its investment  objective to seek long-term
capital and reasonable current income.  The Equity Portfolio  ordinarily invests
principally in common stocks selected for long-term appreciation and/or dividend
potential.

RST GROWTH PORTFOLIO

     The RST Growth Portfolio has as its investment  objective to seek growth of
capital and the increased income that ordinarily  follows from such growth.  The
Growth  Portfolio  ordinarily  invests a  preponderance  of its assets in common
stocks selected for potential appreciation.

FOR  ADDITIONAL  INFORMATION  CONCERNING  SAFECO  RESOURCE  SERIES TRUST AND ITS
PORTFOLIOS, PLEASE SEE THE SAFECO RESOURCE SERIES TRUST PROSPECTUS, WHICH SHOULD
BE READ CAREFULLY BEFORE INVESTING.

T. ROWE PRICE EQUITY SERIES, INC.

T. ROWE PRICE EQUITY INCOME PORTFOLIO

     The T. Rowe Price  Equity  Income  Portfolio  seeks to provide  substantial
dividend income as well as long-term capital appreciation through investments in
common stocks of established companies.

FOR ADDITIONAL  INFORMATION CONCERNING T. ROWE PRICE EQUITY SERIES, INC. AND ITS
PORTFOLIO,  PLEASE SEE THE T. ROWE PRICE EQUITY SERIES, INC.  PROSPECTUS,  WHICH
SHOULD BE READ CAREFULLY BEFORE INVESTING. 
    

THERE IS NO  ASSURANCE  THAT THE STATED  OBJECTIVES  AND  POLICIES OF ANY OF THE
FUNDS WILL BE ACHIEVED.


                                        9
<PAGE>


                               FUND EXPENSE TABLE

   
The purpose of the following table is to assist investors in  understanding  the
various  costs and  expenses  that Owners bear  indirectly.  The table  reflects
expenses of the Funds for the fiscal year ended  December 31, 1998.  Expenses of
the Funds as shown under "Fund Annual Expenses" are not fixed or specified under
the terms of the Policy and may vary from year to year. The fees in this expense
table have been provided by the Funds and have not been  independently  verified
by AUL. The  information  contained in the table is not generally  applicable to
amounts allocated to payments under Settlement Option.
    

       Fund Annual Expenses (as a percentage of net assets of each Fund)

<TABLE>
<S>                                                      <C>                   <C>                   <C>
                                                           Management/                                   Total Fund
Portfolio                                                 Advisory Fee         Other Expenses          Annual Expenses

   
AUL American Series Fund, In.
   American Equity Portfolio                                  0.50%(1)             0.12%                   0.62%
   American Bond Portfolio                                    0.50%(1)             0.12%                   0.62%
   American Managed Portfolio                                 0.50%(1)             0.12%                   0.62%
   American Money Market Portfolio                            0.40%(1)             0.11%                   0.51%
Alger American Fund
   Alger American Growth Portfolio                            0.75%                0.04%                   0.79%
American Century Variable Portfolios, Inc.
   American Century VP Capital Appreciation Portfolio         1.00%                0.00%                   1.00%(2)
   American Century VP Income & Growth                        0.70%                0.00%                   0.70%
   American Century VP International Portfolio                1.50%                0.00%                   1.50%(2)
Fidelity Variable Insurance Products Fund
   VIP Equity-Income Portfolio                                0.49%                0.09%                   0.58%(3)
   VIP Growth Portfolio                                       0.59%                0.09%                   0.68%(3)
   VIP High Income Portfolio                                  0.58%                0.12%                   0.70%
   VIP Money Market Portfolio                                 0.20%                0.10%                   0.30%
   VIP Overseas Portfolio                                     0.74%                0.17%                   0.91%(3)
Fidelity Variable Insurance Products Fund II
   VIP II Asset Manager Portfolio                             0.54%                0.10%                   0.64%(3)
   VIP II Contrafund Portfolio                                0.59%                0.11%                   0.70%(3)
   VIP II Index 500 Portfolio                                 0.24%                0.11%                   0.35%(3)
Janus Aspen Series
   Flexible Income Portfolio                                  0.65%                0.08%                   0.73%(4)
   Worldwide Growth Portfolio                                 0.65%                0.07%                   0.72%(4)
SAFECO Resource Series Trust
   RST Equity                                                 0.74%                0.04%                   0.78%
   RST Growth                                                 0.74%                0.06%                   0.80%
T. Rowe Price Equity Series, Inc.
   T. Rowe Price Equity Income Portfolio                      0.85%                0.00%                   0.85%(5)


<FN>
     (1)AUL  has  currently  agreed to waive its  advisory  fee if the  ordinary
expenses  of a  Portfolio  exceed 1% and,  to the extent  necessary,  assume any
expenses in excess of its advisory  fee so that the expenses of each  Portfolio,
including the advisory fee but excluding extraordinary expenses, will not exceed
1% of the  Portfolio's  average daily net asset value per year.  The Adviser may
terminate  the policy of reducing its fee and/or  assuming Fund expenses upon 30
days written notice to the Fund and such policy will be terminated automatically
by the termination of the Investment Advisory  Agreement.  

     (2)American   Century  VP  International   fees  are  1.50%  on  the  first
$250,000,000  of average net assets;  1.20% on the next  $250,000,000 of average
net assets; and, 1.10% thereafter. American Century VP Capital Appreciation fees
are  1.00%  on  the  first  $500,000,000  of  net  assets;  0.95%  on  the  next
$500,000,000; and, 0.90% thereafter.

     (3) A portion of the brokerage  commissions that certain funds pay was used
to reduce fund expenses. In addition, certain funds, or FMR on behalf of certain
funds,  have entered into  arrangements  with their  custodian  whereby  credits
realized as a result of uninvested  cash balances were used to reduce  custodian
expenses.  Including  these  reductions,  the total  operating  expenses,  after
reimbursement  for Index 500 Portfolio,  presented in the table would have been:
Equity-Income  Portfolio .57%; Growth Portfolio .66%;  Overseas  Portfolio .89%;
Asset  Manager  Portfolio  .63%;  Index  500  Portfolio  .28%;  and,  Contrafund
Portfolio .66%.

     (4) All expenses are stated with contractual  waivers and fee reductions by
Janus Capital. Fee reductions for the Worldwide Growth reduce the Management Fee
to the  level  of  the  corresponding  Janus  retail  fund.  Other  waivers,  if
applicable,  are first applied against the Management Fee and then against Other
Expenses.  Janus  Capital  has  agreed to  continue  the other  waivers  and fee
reductions until at least the next annual renewal of the advisory agreement.

     (5) This is an annual all-inclusive fee paid to the advisor.

</FN>
</TABLE>
    


More detailed information  concerning the investment  objectives,  policies, and
restrictions  pertaining  to  the  Funds  and  Portfolios  and  their  expenses,
investment  advisory  services and charges and the risks involved with investing
in the  Portfolios  and other  aspects of their  operations  can be found in the
current  prospectus  for each Fund or  Portfolio  and the current  Statement  of
Additional  Information  for each Fund or Portfolio.  The  prospectuses  for the
Funds or  Portfolios  should  be read  carefully  before  any  decision  is made
concerning  the  allocation  of Net  Premium  payments  or  transfers  among the
Investment Accounts.

   
AUL  has  entered  into  agreements  with  the  Distributors/Advisers  of  Alger
Management,   Inc.,  American  Century  Variable   Portfolios,   Inc.,  Fidelity
Investments, Janus Capital Corporation,  SAFECO Asset Management Company, and T.
Rowe Price Equity  Series,  Inc.,  under which AUL has agreed to render  certain
services  and to provide  information  about these Funds to Owners who invest in
these Funds.  Under these  agreements  and for  providing  these  services,  AUL
receives compensation from the  Distributor/Advisor  of these Funds ranging from
zero basis points until a certain level of Fund assets have been purchased to 25
basis points on the net average aggregate deposits made.
    

AUL cannot  guarantee  that each Fund or Portfolio  will always be available for
the  Policies;  but,  in the  unlikely  event  that a Fund or  Portfolio  is not
available,  AUL will take  reasonable  steps to  secure  the  availability  of a
comparable  fund.  Shares of each  Portfolio  are  purchased and redeemed at net
asset value, without a sales charge.


                                       10
<PAGE>


                        PREMIUM PAYMENTS AND ALLOCATIONS

APPLYING FOR A POLICY

AUL requires satisfactory evidence of the proposed Insured's insurability, which
may include a medical  examination of the proposed Insured.  The available Issue
Ages are 0 through 85 on a standard basis.  Issue Age is determined based on the
Insured's age as of the Contract Date.  Acceptance of an application  depends on
AUL's  underwriting  rules, and AUL reserves the right to reject an application.
Coverage  under the Policy is  effective as of the later of the date the initial
premium is paid or the Issue Date.

As the Owner of the  Policy,  you may  exercise  all rights  provided  under the
Policy while the Insured is living,  subject to the interests of any assignee or
irrevocable  beneficiary.  The Insured is the Owner, unless a different Owner is
named in the application.  In accordance with the terms of the Policy, the Owner
may in the  application  or by Proper  Notice name a  contingent  Owner or a new
Owner while the Insured is living.  The Policy may be jointly owned by more than
one Owner.  The  consent of all joint  Owners is required  for all  transactions
except when proper forms have been  executed to allow one Owner to make changes.
Unless a  contingent  Owner has been named,  on the death of the last  surviving
Owner, ownership of the Policy passes to the estate of the last surviving Owner,
which then will become the Owner.  A change in Owner may have tax  consequences.
See "Tax Considerations."

RIGHT TO EXAMINE POLICY

You may cancel your Policy for a refund  during your "right to examine"  period.
This period expires 10 days after you receive your Policy (or a longer period if
required by law). We assume you receive your Policy 5 days after the Issue Date.
If you decide to cancel the Policy, you must return it by mail or other delivery
method to the Home Office or to the authorized AUL  representative  who sold it.
Immediately  after  mailing or delivery of the Policy to AUL, the Policy will be
deemed void from the  beginning.  Within seven  calendar days after AUL receives
the returned Policy, AUL will refund the greater of premiums paid or the Account
Value.

PREMIUMS

The Policy  permits  the Owner to pay a large  single  premium  and,  subject to
restrictions,  additional premiums. The minimum initial premium payment required
depends  on a number  of  factors,  such as the Age,  sex and risk  class of the
proposed  Insured,  the initial  Face  Amount,  any  supplemental  and/or  rider
benefits and the premium payments you propose to make. You may elect the initial
premium to be 80%,  90% or 100% of the  Initial  Maximum  Premium.  The  Initial
Maximum  Premium is less than or equal to the maximum  premium  that can be paid
for a given Face  Amount in order for an  insurance  policy to qualify as a life
insurance  contract  for tax  purposes.  Consult  your  AUL  representative  for
information about the initial premium required for the coverage you desire.

The initial premium is due on or before delivery of the Policy. There will be no
coverage until this premium is paid or until the Issue Date, whichever is later.

You may make other  premium  payments at any time and in any amount,  subject to
the limits described in this section. The actual amount of premium payments will
affect the Account Value and the period of time the Policy remains in force.

Premium payments after the initial payment must be made to our Home Office. Each
payment must be at least equal to the minimum  payment  shown on the Policy Data
Page in your  Policy.  All premiums  combined  may not be more than  $1,000,000,
unless a higher amount is agreed to by us.

If the payment of any premium would cause an increase in Risk Amount  because of
the  Minimum  Insurance  Percentage,  we may  require  satisfactory  evidence of
insurability before accepting it. If we accept the premium, we will allocate the
premium to your Account Value on the date of our acceptance. If we do not accept
the premium, we will refund it to you.

If the  payment  of any  premium  would  cause  this  Policy to fail to meet the
federal tax  definition  of a life  insurance  contract in  accordance  with the
Internal  Revenue  Code,  we reserve  the right to refund the amount to you with
interest no later than 60 days after the end of the Policy Year which we receive
the premium, but we assume no obligation to do so.

Each premium after the initial premium must be at least $1,000. AUL may increase
this  minimum  90 days  after we send you a  written  notice  of such  increase.
However AUL reserves  the right to limit the amount of a premium  payment or the
total premium payments paid.

PREMIUM PAYMENTS TO PREVENT LAPSE

The Policy goes into default at the start of the grace period, which is a period
to make a premium payment  sufficient to prevent lapse.  The grace period starts
if the Net Cash Value on a Monthiversary will not cover the Monthly Deduction. A
premium  sufficient  to keep the  Policy in force must be  submitted  during the
grace period.

AUL will send  notice of the grace  period  and the amount  required  to be paid
during  the grace  period to your last known  address.  The grace  period  shall
terminate as of the date  indicated  in the notice,  which shall comply with any
applicable  state law. Your Policy will remain in force during the grace period.
If the Insured  should die during the grace period,  the Death Benefit  Proceeds
will still be payable to the beneficiary,  although the amount paid will reflect
a  reduction  for  the  Monthly  Deductions  due on or  before  the  date of the
Insured's death (and for any outstanding loan and loan interest). See "Amount of
Death Benefit  Proceeds." If the grace period premium  payment has not been paid
before the grace period ends, your Policy will lapse. It will have no value, and
no benefits will be payable.  See "Reinstatement." A grace period also may begin
if any outstanding loan and loan interest becomes excessive. See "Policy Loans."

                                       11
<PAGE>


PREMIUM ALLOCATIONS AND CREDITING

In the  Policy  application,  you  specify  the  percentage  of a premium  to be
allocated to each Investment  Account.  The sum of your  allocations  must equal
100%,  with at least 1% of the  premium  payment  allocated  to each  Investment
Account selected by you. All premium  allocations must be in whole  percentages.
AUL  reserves  the right to limit the  number of  Investment  Accounts  to which
premiums may be  allocated.  You can change the  allocation  percentages  at any
time, subject to these rules, by sending Proper Notice to the Home Office, or by
telephone if written  authorization is on file with us. The change will apply to
the premium payments received with or after receipt of your notice.

The  initial  premium  generally  is  allocated  to the  Investment  Accounts in
accordance with your allocation  instructions on the later of the day the "right
to  examine"  period  expires,  or the date we receive  the  premium at our Home
Office.  Subsequent premiums are allocated as of the end of the Valuation Period
during which we receive the premium at our Home Office.

We  generally  allocate  all  premiums  received  prior to the Issue Date to our
general  account  prior to the end of the  "right to  examine"  period.  We will
credit interest daily on premiums so allocated. However, we reserve the right to
allocate  premiums  to the  Investment  Accounts  of  the  Separate  Account  in
accordance  with your  allocation  instructions  prior to the  expiration of the
"right to examine" period.  If you exercise your right to examine the Policy and
cancel it by  returning  it to us,  we will  refund  to you the  greater  of any
premiums paid or the Account Value. At the end of the "right to examine" period,
we transfer the premium and interest to the Investment  Accounts of the Separate
Account  based on the  percentages  you have  selected in the  application.  For
purposes of determining the end of the "right to examine"  period,  solely as it
applies to this  transfer,  we assume that receipt of this Policy  occurs 5 days
after the Issue Date.

Premium payments  requiring  satisfactory  evidence of insurability  will not be
credited to the Policy until  underwriting  has been  completed  and the premium
payment has been accepted.  If the additional  premium payment is rejected,  AUL
will  return  the  premium  payment  immediately,  without  any  adjustment  for
investment experience.

TRANSFER PRIVILEGE

You may transfer amounts among Investment  Accounts at any time after the "right
to examine" period.

There currently is no minimum transfer amount,  although we reserve the right to
require a $100 minimum  transfer.  You must transfer the minimum amount,  or, if
less, the entire amount in the account from which you are transferring each time
a transfer is made. If after the transfer the amount remaining in any account is
less than $25, we have the right to transfer the entire  amount.  Any applicable
transfer  charge  will be  assessed.  The  charge  will  be  deducted  from  the
account(s) from which the transfer is made on a prorata basis.

Transfers  are made such that the Account Value on the date of transfer will not
be affected by the transfer,  except for the  deduction of any transfer  charge.
Currently,  all transfers are free. On a guaranteed  basis, we reserve the right
to limit the number of transfers to 12 per year, or to restrict  transfers  from
being made on consecutive Valuation Dates.

If we determine  that the  transfers  made by or on behalf of one or more Owners
are to the  disadvantage of other Owners,  we may restrict the rights of certain
Owners.  We also reserve the right to limit the size of transfers  and remaining
balances,  to limit the number and  frequency of transfers,  and to  discontinue
telephone transfers.

The first 12  transfers  during  each  Policy  Year are free.  Any  unused  free
transfers  do not carry over to the next  Policy  Year.  We reserve the right to
assess a $25 charge for the thirteenth  and each  subsequent  transfer  during a
Policy Year. For the purpose of assessing the charge, each request (or telephone
request  described  below) is considered  to be one transfer,  regardless of the
number of  Investment  Accounts  affected  by the  transfer.  The charge will be
deducted from Investment Account(s) from which the transfer are made.

TELEPHONE  TRANSFERS.  Telephone transfers will be based upon instructions given
by  telephone,  provided the  appropriate  election has been made at the time of
application  or proper  authorization  has been  provided  to us. We reserve the
right to suspend telephone  transfer  privileges at any time, for any reason, if
we deem such suspension to be in the best interests of Owners.

We will employ reasonable  procedures to confirm that instructions  communicated
by telephone  are genuine,  and if we follow  those  procedures,  we will not be
liable for any losses due to unauthorized or fraudulent instructions.  We may be
liable for such  losses if we do not follow  those  reasonable  procedures.  The
procedures we will follow for telephone transfers include requiring some form of
personal  identification prior to acting on instructions  received by telephone,
providing written  confirmation of the transaction,  and making a tape recording
of the instructions given by telephone.

DOLLAR COST AVERAGING PROGRAM

The  Dollar  Cost  Averaging  Program,  if  elected,  enables  you  to  transfer
systematically and automatically,  on a monthly basis,  specified dollar amounts
from The AUL  American  Money  Market  Investment  Account  to other  Investment
Accounts. By allocating on a regularly scheduled basis, as opposed to allocating
the total amount at one  particular  time,  you may be less  susceptible  to the
impact  of  market  fluctuations.  However,  participation  in the  Dollar  Cost
Averaging  Program does not assure a Contract Owner of greater  profits from the
purchases under the Program, nor will it prevent or necessarily alleviate losses
in a declining market.

You specify the fixed dollar amount to be transferred automatically from the AUL
American Money Market Investment  Account. At the time that you elect the Dollar

                                       12
<PAGE>

Cost  Averaging  Program,  the Account  Value in the AUL  American  Money Market
account from which transfers will be made must be at least $2,000.

You may  elect  this  program  at the  time of  application  by  completing  the
authorization  on the  application  or at any time after the Policy is issued by
properly  completing and returning the election  form.  Transfers made under the
Dollar Cost  Averaging  Program will  commence on the  Monthiversary  on or next
following the election.

Once elected,  transfers from the AUL American Money Market  Investment  Account
will be  processed  until  the value of the  Investment  Account  is  completely
depleted, or you send us Proper Notice instructing us to cancel the transfers.

Currently,  transfers made under the Dollar Cost  Averaging  Program will not be
subject to any  transfer  charge and will not count  against  the number of free
transfers  permitted  in a Policy  Year.  We  reserve  the right to impose a $25
transfer  charge  for  each  transfer  effected  under a Dollar  Cost  Averaging
Program.  

We also  reserve  the right to alter  the  terms or  suspend  or  eliminate  the
availability of the Dollar Cost Averaging Program at any time.

PORTFOLIO REBALANCING PROGRAM

You may  elect  to have  the  accumulated  balance  of each  Investment  Account
redistributed to equal a specified percentage of the Variable Account. This will
be done on a  quarterly  or annual  basis  from the  Monthiversary  on which the
Portfolio Rebalancing Program commences.  If elected, this program automatically
adjusts your Portfolio mix to be consistent  with the  allocation  most recently
requested.  The  redistribution  will not  count  toward  the 12 free  transfers
permitted  each  Policy  Year.  If the Dollar  Cost  Averaging  Program has been
elected,  the  Portfolio   Rebalancing  Program  will  not  commence  until  the
Monthiversary following the termination of the Dollar Cost Averaging Program.

You may  elect  this  program  at the  time of  application  by  completing  the
authorization  on the  application  or at any time after the Policy is issued by
properly  completing  the  election  form  and  returning  it to  us.  Portfolio
rebalancing  will  terminate when you request any transfer or the day we receive
Proper Notice instructing us to cancel the Portfolio  Rebalancing Program. We do
not currently  charge for this program.  We reserve the right to alter the terms
or suspend or eliminate the availability of portfolio rebalancing at any time.

                             CHARGES AND DEDUCTIONS

MONTHLY DEDUCTION

AUL will deduct Monthly Deductions for the Contract Date and each Monthiversary.
Monthly Deductions due on the Contract Date and any Monthiversaries prior to the
Issue Date are deducted on the Issue Date.  Your  Contract Date is the date used
to determine your  Monthiversary.  The Monthly Deduction consists of (1) cost of
insurance charge, (2) monthly  administrative  charge, (3) mortality and expense
risk  charge,  (4) tax  charges,  and (5) any  charges  for rider  benefits,  as
described below. The Monthly  Deduction is deducted from the Investment  Account
prorata on the basis of the portion of Account Value in each account.

COST OF  INSURANCE  CHARGE.  This  charge  compensates  AUL for the  expense  of
providing  insurance  coverage.  The charge depends on a number of variables and
therefore  will  vary  between  Policies,  and may vary  from  Monthiversary  to
Monthiversary.  The Policy contains  guaranteed cost of insurance rates that may
not  be  increased.   The  guaranteed   rates  are  no  greater  than  the  1980
Commissioners  Standard  Ordinary  Non-Smoker and Smoker  Mortality  Tables (the
"1980 CSO Tables")  (and where unisex cost of  insurance  rates apply,  the 1980
CSO-C  Tables).  The  guaranteed  rates  for  substandard  classes  are based on
multiples of or  additives to the 1980 CSO Tables.  These rates are based on the
Attained Age and underwriting  class of the Insured.  They are also based on the
sex of the Insured,  except that unisex rates are used where  appropriate  under
applicable law, including in the state of Montana,  and in Policies purchased by
employers  and employee  organizations  in  connection  with  employment-related
insurance or benefit  programs.  The cost of insurance rate generally  increases
with the  Attained  Age of the Insured.  As of the date of this  Prospectus,  we
charge "current rates" that are generally lower (i.e.,  less expensive) than the
guaranteed  rates,  and we may also  charge  current  rates in the  future.  The
current rates may also vary with the Attained Age,  gender,  where  permissible,
duration,  policy size and underwriting class of the Insured, or, alternatively,
may be a charge  against  Account  Value that does not vary with Attained Age or
gender,  and may vary with underwriting  class. For any Policy, the current cost
of insurance on a  Monthiversary  is calculated  in one of two ways:  (1) if the
Initial Maximum  Premium is paid, the cost of insurance  equals the lesser of an
amount  equal,  on an annual  basis,  to a percentage  multiplied by the Account
Value or an amount equal to the Risk Amount multiplied by the guaranteed maximum
cost of insurance rate set forth in the Policy;  or (2) if less than the Initial
Maximum  Premium is paid, the cost of insurance is calculated by multiplying the
current  cost of  insurance  rate for the  Insured  by the Risk  Amount for that
Monthiversary.  We reserve  the right to change the  current  cost of  insurance
rates,  and, in the case of payment of the Initial Maximum Premium,  to assess a
cost of insurance  charge  calculated  solely by multiplying the current cost of
insurance  rate for the Insured by the Risk Amount for a  Monthiversary,  in the
same manner as the cost of insurance  charge  currently is calculated  when less
than the Initial Maximum Premium is paid. The Risk Amount on a Monthiversary  is
the difference  between the Death Benefit  divided by 1.00246627 and the Account
Value.

AUL  places the  Insured  in a risk class when the Policy is given  underwriting
approval,  based on AUL's underwriting of the application.  AUL currently places
Insureds in a standard class based on underwriting.  An Insured may be placed in
a  substandard  risk  class,  which  involves a higher  mortality  risk than the
standard  classes.  Standard  rates are  available  for  Issue  Ages  0-89.  The
guaranteed  maximum cost of insurance  rate is set forth on the Policy Data Page
of your Policy.

                                       13
<PAGE>

MONTHLY  ADMINISTRATIVE  CHARGE.  The monthly  administrative  charge is a level
monthly charge that is guaranteed  not to exceed,  on an annual basis, a rate of
0.40% of Account  Value.  We reserve the right to charge a lower  current  rate.
This charge  reimburses AUL for expenses  incurred in the  administration of the
Policies and the Separate Account.  Such expenses  include,  but are not limited
to:  underwriting  and  issuing the Policy,  confirmations,  annual  reports and
account  statements,  maintenance  of Policy  records,  maintenance  of Separate
Account records,  administrative personnel costs, mailing costs, data processing
costs,  legal fees,  accounting  fees,  filing fees, the costs of other services
necessary for Owner  servicing and all  accounting,  valuation,  regulatory  and
updating requirements.

MORTALITY  AND  EXPENSE  RISK  CHARGE.  AUL  deducts a monthly  charge  from the
Investment  Accounts prorata based on your amounts in each account.  The current
charge is at an annual rate of 0.90% of Variable  Account value during the first
10 Policy Years, and 0.80% thereafter, and is guaranteed not to increase for the
duration of a Policy. AUL may realize a profit from this charge.

The mortality risk assumed is that Insureds,  as a group, may live for a shorter
period of time than  estimated  and,  therefore,  the cost of insurance  charges
specified in the Policy will be insufficient to meet actual claims.  The expense
risk AUL assumes is that  expenses  incurred in issuing  and  administering  the
Policies and the  Separate  Account  will exceed the amounts  realized  from the
monthly administrative charges assessed against the Policies.

PREMIUM TAX CHARGE. AUL deducts a monthly charge at an annual rate equal to .25%
of Account  Value during the first 10 Policy  Years for state and local  premium
taxes and  related  administrative  expenses.  The state and local  premium  tax
charge  reimburses  AUL for premium  taxes and related  administrative  expenses
associated  with the  Policies.  AUL  expects to pay an average  state and local
premium tax rate (including  related  administrative  expenses) of approximately
2.5% of premium  payments for all states,  although such tax rates range from 0%
to 4%. This charge may be more or less than the amount actually  assessed by the
state in which a particular owner lives.

FEDERAL  TAX  CHARGE.  AUL also  deducts a federal  tax charge at an annual rate
equal to 0.15% of Account Value during the first 10 Policy Years.

COST OF ADDITIONAL  BENEFITS PROVIDED BY RIDERS. The cost of additional benefits
provided by riders is charged to the Account Value on the Monthiversary.

ANNUAL CONTRACT CHARGE

AUL deducts an annual  contract  charge from Account  Value equal to $30 on each
Policy Anniversary in which the Account Value is less than $50,000.  This charge
is deducted  prorata from each  Investment  Account to which you have  allocated
Account Value.

SURRENDER CHARGE

   
During the first 10 Policy Years,  a surrender  charge  calculated  based on the
percentage of first year premium  surrendered  will be deducted from the Account
Value if the Policy is completely  surrendered for cash or if you make a Partial
Surrender.  Twelve  percent of the amount of first year  premium not  previously
withdrawn,  known as the "remaining withdrawal amount," may be withdrawn without
incurring a withdrawal  charge.  A withdrawal  charge will be assessed  upon any
amounts withdrawn in excess of this amount. The "remaining  withdrawal  amount,"
which is  initially  the first  year  premium,  will then be reduced by the full
amount of the  withdrawal.  Future free  withdrawal  amounts will be  calculated
based on the  remaining  withdrawal  amount.  A  withdrawal  charge  will not be
assessed on amounts  withdrawn  in excess of the first year  premium.  The total
surrender charge will not exceed the maximum  surrender charge set forth in your
Policy.

The  surrender  charge for a  reinstated  Policy  will be based on the number of
Policy Years from the original  Contract Date.  For purposes of determining  the
surrender  charge on any date  after  reinstatement,  the  period the Policy was
lapsed will be credited to the total Policy period.
    

The table below shows the surrender  charge deducted if the Policy is completely
surrendered during the first 10 Policy Years.


                           Table of Surrender Charges

                                                                           
                         Policy Year       Percentage of Premium

                               1                    10%
                               2                     9%
                               3                     8%
                               4                     7%
                               5                     6%
                               6                     5%
                               7                     4%
                               8                     3%
                               9                     2%
                              10                     1%

TAXES

AUL does not  currently  assess a charge  for any  taxes  other  than the  state
premium tax charge and federal tax  charge.  We reserve the right,  however,  to
assess a charge for such taxes,  or taxes  resulting from the performance of the
Separate  Account,  against the Separate Account if we determine that such taxes
will be incurred.

SPECIAL USES

We may agree to reduce or waive the surrender  charge or the Monthly  Deduction,
or credit  additional  amounts  under the Policies in  situations  where selling
and/or  maintenance costs associated with the Policies are reduced,  such as the
sale of several Policies to the same Owner(s), sales of large Policies, sales of
Policies  in  connection   with  a  group  or  sponsored   arrangement  or  mass
transactions over multiple Policies.

In addition, we may agree to reduce or waive some or all of these charges and/or
credit additional  amounts under the Policies for those Policies sold to persons
who meet  criteria  established  by us,  who may  include  current  and  retired
officers, directors and employees of us and our affiliates. We 

                                       14
<PAGE>

may also agree to waive minimum premium requirements for such persons.

We will only reduce or waive such  charges or credit  additional  amounts on any
Policies  where  expenses  associated  with the sale of the Policy  and/or costs
associated with administering and maintaining the Policy are reduced. We reserve
the right to terminate waiver/reduced charge and crediting programs at any time,
including those for previously issued Policies.

FUND EXPENSES

Each  Investment  Account of the Separate  Account  purchases  shares at the net
asset value of the  corresponding  Portfolio.  The net asset value  reflects the
investment  advisory fee and other expenses that are deducted from the assets of
the  Portfolio.  The advisory fees and other expenses are not fixed or specified
under the terms of the Policy and are described in the Funds' prospectuses.

                          HOW YOUR ACCOUNT VALUES VARY

There is no minimum  guaranteed  Account  Value,  Cash Value or Net Cash  Value.
These  values  will  vary  with the  investment  performance  of the  Investment
Accounts,  and will depend on the allocation of Account  Value.  If the Net Cash
Value on a Monthiversary is less than the amount of the Monthly  Deduction to be
deducted on that date,  the Policy  will be in default  and a grace  period will
begin. See "Premium Payments to Prevent Lapse."

DETERMINING THE ACCOUNT VALUE

On the Contract Date, the Account Value is equal to the initial premium less the
Monthly  Deductions  deducted as of the Contract  Date.  On each  Valuation  Day
thereafter, the Account Value is the aggregate of the Variable Account value and
the Loan Account value. Account Value may be significantly affected on days when
the New York Stock  Exchange is open for trading but we are closed for business,
and you will not have access to Cash Value on those days. The Account Value will
vary to reflect the performance of the Investment Accounts to which amounts have
been  allocated,  interest  credited  on  amounts in the Loan  Account,  premium
payments since the prior Valuation Date, charges, transfers,  Partial Surrenders
and surrender charges since the prior Valuation Date, loans and loan repayments.

VARIABLE  ACCOUNT VALUE.  When you allocate an amount to an Investment  Account,
either by premium  payment  allocation  or by transfer,  your Policy is credited
with accumulation units in that Investment  Account.  The number of accumulation
units credited is determined by dividing the amount  allocated to the Investment
Account by the Investment  Account's  accumulation  unit value at the end of the
Valuation  Period during which the allocation is effected.  The Variable Account
value  of the  Policy  equals  the  sum,  for all  Investment  Accounts,  of the
accumulation  units  credited  to  an  Investment  Account  multiplied  by  that
Investment Account's accumulation unit value.

The number of Investment Account accumulation units credited to your Policy will
increase when premium payments are allocated to the Investment  Account and when
amounts are  transferred  to the  Investment  Account.  The number of Investment
Account accumulation units credited to a Policy will decrease when the allocated
portion of the Monthly Deduction is taken from the Investment Account, a loan is
made,  an  amount  is  transferred  from the  Investment  Account,  or a Partial
Surrender is taken from the Investment Account.

ACCUMULATION  UNIT VALUES.  An Investment  Account's  accumulation unit value is
determined  on  each  Valuation  Date  and  varies  to  reflect  the  investment
experience of the underlying Portfolio. It may increase, decrease, or remain the
same from Valuation Period to Valuation Period.  The accumulation unit value for
the  Money  Market  Investment   Account  was  initially  set  at  $1,  and  the
accumulation  unit  value  for  each  of  the  other  Investment   Accounts  was
arbitrarily set at $5 when each  Investment  Account was  established.  For each
Valuation Period after the date of establishment, the accumulation unit value is
determined by multiplying  the value of an  accumulation  unit for an Investment
Account  for the prior  Valuation  Period by the net  investment  factor for the
Investment Account for the current Valuation Period.

NET  INVESTMENT  FACTOR.  The net  investment  factor  is used  to  measure  the
investment performance of an Investment Account from one Valuation Period to the
next. For any  Investment  Account,  the net  investment  factor for a Valuation
Period is determined by dividing (a) by (b), where:

(a)  is equal to:

     1.   the net asset value per share of the Portfolio  held in the Investment
          Account determined at the end of the current Valuation Period; plus

     2.   the per share amount of any dividend or capital gain distribution paid
          by the Portfolio during the Valuation Period; plus

     3.   the per share credit or charge with respect to taxes,  if any, paid or
          reserved for by AUL during the Valuation Period that are determined by
          AUL to be attributable to the operation of the Investment Account; and

(b)  is equal to:

     1.   the net asset value per share of the Portfolio  held in the Investment
          Account determined at the end of the preceding Valuation Period; plus

     2.   the per  share  credit  or  charge  for  any  taxes  reserved  for the
          immediately preceding Valuation Period.


LOAN ACCOUNT VALUE.  On any Valuation Date, if there have been any Policy loans,
the Loan Account value is equal to amounts  transferred to the Loan Account from
the  Investment  Accounts as collateral  for Policy loans and for due and unpaid
loan interest,  less amounts transferred from the Loan Account to the Investment
Accounts as  outstanding  loans and loan interest are repaid,  and plus interest
credited to the Loan Account.

CASH VALUE AND NET CASH VALUE

The Cash Value on a Valuation Date is the Account Value less

                                       15
<PAGE>

any applicable  surrender charges. The Net Cash Value on a Valuation Date is the
Cash Value reduced by any outstanding loans and loan interest. Net Cash Value is
used to  determine  whether a grace  period  starts.  See  "Premium  Payments to
Prevent  Lapse." It is also the amount that is available  upon full surrender of
the Policy. See "Surrendering the Policy for Net Cash Value."


                                  DEATH BENEFIT


As long as the Policy remains in force,  AUL will pay the Death Benefit Proceeds
upon receipt at the Home Office of  satisfactory  proof of the Insured's  death.
AUL may require return of the Policy.  The Death Benefit Proceeds may be paid in
a lump sum,  generally  within seven  calendar  days of receipt of  satisfactory
proof (see "When  Proceeds Are Paid"),  or in any other way agreeable to you and
us. Before the Insured dies,  you may choose how the proceeds are to be paid. If
you have not made a choice before the Insured dies, the  beneficiary  may choose
how the  proceeds  are paid.  The  Death  Benefit  Proceeds  will be paid to the
beneficiary. See "Selecting and Changing the Beneficiary."

AMOUNT OF DEATH BENEFIT PROCEEDS

The Death Benefit Proceeds are equal to the sum of the Death Benefit in force as
of the end of the Valuation  Period  during which death  occurs,  plus any rider
benefits, minus any outstanding loan and loan interest on that date. If the date
of death occurs during a grace  period,  the Death Benefit will still be payable
to the  beneficiary,  although  the  amount  will be equal to the Death  Benefit
immediately  prior to the start of the grace period,  plus any benefits provided
by rider,  and less any  outstanding  loan and loan interest and overdue Monthly
Deductions as of the date of death. Under certain  circumstances,  the amount of
the Death Benefit may be further adjusted.  See "Limits on Rights to Contest the
Policy" and "Changes in the Policy or Benefits."

If part or all of the Death  Benefit  Proceeds is paid in one sum,  AUL will pay
interest on this sum if required  by  applicable  state law from the date of the
Insured's death to the date of payment.

DEATH BENEFIT

The Death Benefit is the greater of the Face Amount or the Applicable Percentage
(as described  below) of Account Value on the date of the  Insured's  death.  If
investment  performance  is  favorable,  the  amount  of the Death  Benefit  may
increase.  However,  the Death  Benefit  ordinarily  will not change for several
years to reflect any favorable investment performance and may not change at all.
To see how and when  investment  performance  may  begin  to  affect  the  Death
Benefit,  see "Illustrations of Account Values, Cash Values,  Death Benefits and
Accumulated Premium Payments."

<TABLE>
<S>            <C>           <C>          <C>          <C>            <C>             <C>            <C>

                     Applicable Percentages of Account Value
Attained Age   Percentage    Attained Age  Percentage   Attained Age   Percentage     Attained Age   Percentage
     0-40            250%           50            185%           60             130%           70             115%
      41             243            51            178            61             128            71             113
      42             236            52            171            62             126            72             111
      43             229            53            164            63             124            73             109
      44             222            54            157            64             122            74             107
      45             215            55            150            65             120           75-90           105
      46             209            56            146            66             119            91             104
      47             203            57            142            67             118            92             103
      48             197            58            138            68             117            93             102
      49             191            59            134            69             116            94             101
                                                                                               95+            100
</TABLE>


SELECTING AND CHANGING THE BENEFICIARY

You select the  beneficiary  in your  application.  You may select more than one
beneficiary.  You may later change the  beneficiary in accordance with the terms
of the Policy. The primary  beneficiary,  or, if the primary  beneficiary is not
living, the contingent beneficiary,  is the person entitled to receive the Death
Benefit Proceeds under the Policy. If the Insured dies and there is no surviving
beneficiary,  the Owner (or the Owner's estate if the Owner is the Insured) will
be the  beneficiary.  If a beneficiary  is designated as  irrevocable,  then the
beneficiary's written consent must be obtained to change the beneficiary.

                                  CASH BENEFITS

POLICY LOANS

Prior to the  death of the  Insured,  you may  borrow  against  your  Policy  by
submitting  Proper  Notice to the Home  Office at any time  after the end of the
"right to  examine"  period  while the  Policy is not in the grace  period.  The
Policy is assigned to us as the sole security for the loan.  The minimum  amount
of a new loan is $500. The maximum amount of a new loan is:

         1. 90% of the Variable Account value; less
         2. any loan interest due on the next Policy Anniversary; less
         3. any applicable surrender charges; less
         4. any existing loans and accrued loan interest.

                                       16
<PAGE>

Outstanding  loans reduce the amount available for new loans.  Policy loans will
be processed as of the date your written request is received and approved.  Loan
proceeds  generally  will be sent to you within seven  calendar  days. See "When
Proceeds Are Paid."

INTEREST.  AUL will charge interest on any outstanding loan at an annual rate of
6.0%.  Interest is due and payable on each  Policy  Anniversary  while a loan is
outstanding.  If  interest is not paid when due,  the amount of the  interest is
added to the loan and becomes part of the loan.

LOAN COLLATERAL.  When a Policy loan is made, an amount sufficient to secure the
loan is  transferred  out of the  Investment  Accounts  into the  Policy's  Loan
Account.  Thus, a loan will have no immediate  effect on the Account Value,  but
the Net Cash Value will be reduced  immediately by the amount transferred to the
Loan  Account.  The  Owner  can  specify  the  Investment  Accounts  from  which
collateral will be transferred.  If no allocation is specified,  collateral will
be transferred  from each  Investment  Account in the same  proportion  that the
Account  Value in each  Investment  Account  bears to the total Account Value in
those accounts on the date that the loan is made.  Due and unpaid  interest will
be transferred each Policy  Anniversary from each Investment Account to the Loan
Account in the same proportion  that each Investment  Account value bears to the
total unloaned Account Value. The amount we transfer will be the amount by which
the  interest  due  exceeds  the  interest  which has been  credited on the Loan
Account.

The Loan Account will be credited with  interest at an effective  annual rate of
not less than 4.0%.  Thus,  the maximum net cost of a loan is 2.0% per year (the
net cost of a loan is the  difference  between the rate of  interest  charged on
outstanding  loans  and  loan  interests  and the  amount  credited  to the Loan
Account).  On each Monthiversary,  the interest earned on the Loan Account since
the previous Monthiversary will be transferred to the Loan Account.

PREFERRED  LOAN  PROVISION.  A preferred  loan may be made available by AUL. The
amount  available for a preferred  loan is the amount by which the Account Value
exceeds total premiums  paid. The maximum amount  available for a preferred loan
may not exceed the  maximum  loan  amount.  The  preferred  loan  amount will be
credited with an effective annual rate of interest (currently,  6.0%). Thus, the
current net cost of the preferred loan is 0% per year. Any interest  credited in
excess of the minimum guaranteed rate is not guaranteed.

LOAN REPAYMENT;  EFFECT IF NOT REPAID. You may repay all or part of your loan at
any time while the Insured is living and the Policy is in force. Loan repayments
must be sent to the Home Office and will be credited as of the date received.  A
loan repayment must be clearly marked as "loan repayment" or it will be credited
as a premium  unless  the  premium  would  cause the  Policy to fail to meet the
federal tax  definition  of a life  insurance  contract in  accordance  with the
Internal Revenue Code. When a loan repayment is made,  Account Value in the Loan
Account in an amount  equivalent to the repayment is  transferred  from the Loan
Account  to the  Investment  Accounts.  Thus,  a loan  repayment  will  have  no
immediate  effect on the Account Value, but the Net Cash Value will be increased
immediately by the amount of the loan repayment.  Loan repayment amounts will be
transferred  to the  Investment  Accounts  according  to the premium  allocation
instructions in effect at that time.

If  the  Death  Benefit  becomes  payable  while  a  loan  is  outstanding,  any
outstanding  loans and loan interest will be deducted in  calculating  the Death
Benefit Proceeds. See "Amount of Death Benefit Proceeds."

If the Monthly  Deduction exceeds the Net Cash Value on any  Monthiversary,  the
Policy will be in default. You will be sent notice of the default. You will have
a grace  period  within  which  you may  submit a  sufficient  payment  to avoid
termination  of coverage  under the Policy.  The notice will  specify the amount
that must be repaid to prevent  termination.  See  "Premium  Payments to Prevent
Lapse."

EFFECT OF POLICY  LOAN.  A loan,  whether or not  repaid,  will have a permanent
effect on the Death Benefit and Policy values because the investment  results of
the  Investment  Accounts  of  the  Separate  Account  will  apply  only  to the
non-loaned portion of the Account Value. The longer the loan is outstanding, the
greater the effect is likely to be.  Depending on the investment  results of the
Investment Accounts while the loan is outstanding, the effect could be favorable
or unfavorable.  Policy loans may increase the potential for lapse if investment
results of the Investment Accounts are less than anticipated. Also, loans could,
particularly  if not repaid,  make it more likely than otherwise for a Policy to
terminate.  Loans may be currently taxable and subject to a 10% penalty tax. See
"Tax Considerations," for a discussion of the tax treatment of Policy loans, and
the adverse tax consequences if a Policy lapses with loans outstanding.

SURRENDERING THE POLICY FOR NET CASH VALUE

You may  surrender  your Policy at any time for its Net Cash Value by submitting
Proper Notice to us. AUL may require  return of the Policy.  A surrender  charge
may apply. See "Surrender  Charge." A surrender  request will be processed as of
the date your written request and all required  documents are received.  Payment
will generally be made within seven calendar days. See "When Proceeds are Paid."
The Net Cash  Value  may be taken  in one  lump  sum or it may be  applied  to a
payment option. See "Settlement Options." The Policy will terminate and cease to
be in force if it is  surrendered  for one lump sum or applied  to a  settlement
option.  It  cannot  later  be  reinstated.  Surrenders  may  have  adverse  tax
consequences. See "Tax Considerations."

PARTIAL SURRENDERS

You may make Partial  Surrenders  under your Policy of at least $500 at any time
after the end of the "right to examine"  period by  submitting  Proper Notice to
us. A Partial  Surrender  exceeding,  in any Policy Year, 12% of the total first
year premium not previously  withdrawn may be subject to a surrender charge. See
"Surrender  Charge." As of the date AUL receives a written request for a Partial
Surrender,  the Account Value and, therefore,  the Cash Value will be reduced by
the Partial Surrender.

                                       17
<PAGE>

When you request a Partial  Surrender,  you can direct how the Partial Surrender
will be deducted from the Investment Accounts. If you provide no directions, the
Partial  Surrender  will be deducted from your Account  Value in the  Investment
Accounts  on  a  prorata  basis.   Partial   Surrenders  may  have  adverse  tax
consequences. See "Tax Considerations."

AUL will reduce the Face Amount in  proportion  to the  reduction in the Account
Value resulting from the Partial Surrender.  AUL will reject a Partial Surrender
request if the  Partial  Surrender  would  reduce the  Account  Value  below the
minimum Account Value on the Policy Data Page, or if the Partial Surrender would
cause  the  Policy  to  fail  to  qualify  as a life  insurance  contract  under
applicable tax laws, as interpreted by AUL.

Partial Surrender requests will be processed as of the date your written request
is received,  and generally  will be paid within seven  calendar days. See "When
Proceeds Are Paid."

SETTLEMENT OPTIONS

At the time of  surrender  or  death,  the  Policy  offers  various  options  of
receiving  proceeds  payable  under the  Policy.  These  settlement  options are
summarized  below.  All of these  options are forms of  fixed-benefit  annuities
which do not vary with the  investment  performance of a separate  account.  Any
representative  authorized to sell this Policy can further explain these options
upon request.

You may apply  proceeds of $2,000 or more which are payable under this Policy to
any of the following options:

         OPTION 1 - INCOME FOR A FIXED  PERIOD.  Proceeds  are  payable in equal
monthly installments for a specified number of years, not to exceed 20.

         OPTION  2  -  LIFE   ANNUITY.   Proceeds  are  paid  in  equal  monthly
installments  for as long as the  payee  lives.  A  number  of  payments  can be
guaranteed,  such as 120,  or the  number of  payments  required  to refund  the
proceeds applied.

         OPTION  3  - SURVIVORSHIP   ANNUITY.   Proceeds  are  paid  in  monthly
installments  for as long as either the first payee or surviving  payee lives. A
number of payments equal to the initial payment can be guaranteed,  such as 120.
A different monthly installment payable to the surviving payee can be specified.
Any other  method or  frequency  of  payment  we agree to may be used to pay the
proceeds of this Policy.

Policy proceeds  payable in one sum will accumulate at interest from the date of
death or surrender  to the payment date at the rate of interest  then paid by us
or at the  rate  specified  by  statute,  whichever  is  greater.  Based  on the
settlement  option selected,  we will determine the amount payable.  The minimum
interest rate used in computing payments under all options will be 3% per year.

You may  select  or  change an  option  by  giving  Proper  Notice  prior to the
settlement date. If no option is in effect on the settlement date, the payee may
select an option.  If this Policy is assigned or if the payee is a  corporation,
association,  partnership,  trustee  or  estate,  a  settlement  option  will be
available only with our consent.

If a payee  dies  while a  settlement  option  is in  effect,  and  there  is no
surviving  payee,  we will pay a single sum to such  payee's  estate.  The final
payment will be the commuted value of any remaining guaranteed payments.

Settlement  option  payments  will be exempt from the claims of creditors to the
maximum extent permitted by law.

MINIMUM AMOUNTS. AUL reserves the right to pay the total amount of the Policy in
one lump sum,  if less than  $2,000.  If  monthly  payments  are less than $100,
payments may be made less frequently at AUL's option.

The  proceeds of this  Policy may be paid in any other  method or  frequency  of
payment acceptable to us.

SPECIALIZED USES OF THE POLICY

Because the Policy provides for an accumulation of Cash Value as well as a Death
Benefit,  the Policy can be used for various  individual and business  financial
planning  purposes.  Purchasing  the  Policy in part for such  purposes  entails
certain risks. For example, if the investment performance of Investment Accounts
to which  Variable  Account  value is  allocated  is poorer than  expected or if
sufficient  premiums  are not paid,  the Policy may lapse or may not  accumulate
sufficient  Variable  Account value to fund the purpose for which the Policy was
purchased.  Partial Surrenders and Policy loans may significantly affect current
and future Account Value, Net Cash Value, or Death Benefit  Proceeds.  Depending
upon Investment Account investment  performance and the amount of a Policy loan,
the loan may cause a Policy to lapse.  Because the Policy is designed to provide
benefits on a long-term  basis,  before  purchasing  a Policy for a  specialized
purpose a purchaser  should consider  whether the long-term nature of the Policy
is consistent with the purpose for which it is being considered.  Using a Policy
for a specialized purpose may have tax consequences. See "Tax Considerations."

LIFE INSURANCE RETIREMENT PLANS

Any  Owners or  applicants  who wish to  consider  using the Policy as a funding
vehicle  for   (non-qualified)   retirement   purposes  may  obtain   additional
information  from us. An Owner could pay premiums under a Policy for a number of
years, and upon retirement, could utilize a Policy's loan and partial withdrawal
features to access  Account Value as a source of retirement  income for a period
of  time.  This  use of a  Policy  does  not  alter  an  Owner's  rights  or our
obligations  under a Policy;  the Policy would remain a life insurance  contract
that, so long as it remains in force,  provides for a Death Benefit payable when
the Insured dies.

Illustrations are available upon request that portray how the Policy can be used
as a funding vehicle for (non-qualified) retirement plans, referred to herein as
"life insurance retirement plans," for individuals.  Illustrations provided upon
request show the effect on Account Value,  Cash Value, and the net Death Benefit
of  premiums  paid under a Policy and  partial  withdrawals  and loans taken for
retirement income; or reflecting  allocation of premiums to specified Investment
Accounts.  This  information  will be portrayed at hypothetical  rates of return
that  are   requested.   Charts  and  graphs   presenting  the  results  of  the
illustrations or a comparison of

                                       18
<PAGE>

retirement   strategies  will  also  be  furnished  upon  request.  Any  graphic
presentations   and  retirement   strategy  charts  must  be  accompanied  by  a
corresponding illustration;  illustrations must always include or be accompanied
by comparable  information  that is based on guaranteed  cost of insurance rates
and  that  presents  a  hypothetical  gross  rate of  return  of 0%.  Retirement
illustrations  will not be furnished with a hypothetical gross rate of return in
excess of 12%.

The  hypothetical  rates of return in illustrations  are  illustrative  only and
should  not be  interpreted  as a  representation  of past or future  investment
results.  Policy  values  and  benefits  shown  in the  illustrations  would  be
different if the gross annual investment rates of return were different from the
hypothetical  rates  portrayed,  if premiums were not paid when due, and whether
loan interest was paid when due. Withdrawals or loans may have an adverse effect
on Policy benefits.

RISKS OF LIFE INSURANCE RETIREMENT PLANS

Using your Policy as a funding vehicle for retirement  income purposes  presents
several risks,  including the risk that if your Policy is insufficiently  funded
in relation to the income  stream  expected  from your  Policy,  your Policy can
lapse  prematurely and result in significant  income tax liability to you in the
year in which the lapse occurs.  Other risks associated with borrowing from your
Policy  also  apply.  Loans will be  automatically  repaid  from the gross Death
Benefit at the death of the Insured,  resulting in the estimated  payment to the
beneficiary  of the net Death  Benefit,  which will be less than the gross Death
Benefit and may be less than the Face Amount.  Upon surrender,  the loan will be
automatically  repaid,  resulting  in the  payment to you of the Net Cash Value.
Similarly,  upon lapse,  the loan will be  automatically  repaid.  The automatic
repayment  of the loan upon lapse or  surrender  will cause the  recognition  of
taxable  income to the extent  that Net Cash Value plus the amount of the repaid
loan  exceeds  your basis in the  Policy.  Thus,  under  certain  circumstances,
surrender  or lapse of your  Policy  could  result in tax  liability  to you. In
addition,  to reinstate a lapsed  Policy,  you would be required to make certain
payments. Thus, you should be careful to design a life insurance retirement plan
so that your Policy will not lapse prematurely under various market scenarios as
a result of withdrawals and loans taken from your Policy.

To avoid lapse of your Policy,  it is important to design a payment  stream that
does not leave your Policy with  insufficient Net Cash Value.  Determinations as
to the amount to  withdraw or borrow each year  warrant  careful  consideration.
Careful  consideration  should also be given to any  assumptions  respecting the
hypothetical  rate of return,  to the duration of withdrawals and loans,  and to
the amount of Account Value that should remain in your Policy upon its maturity.
Poor  investment  performance  can  contribute  to the risk that your Policy may
lapse. In addition,  the cost of insurance  generally  increases with the age of
the Insured,  which can further erode  existing Net Cash Value and contribute to
the risk of  lapse.  Further,  interest  on a  Policy  loan is due to us for any
Policy Year on the Policy Anniversary. If this interest is not paid when due, it
is added to the amount of the outstanding loans and loan interest,  and interest
will begin accruing thereon from that date. This can have a compounding  effect,
and to the extent that the  outstanding  loan balance  exceeds your basis in the
Policy,  the amounts  attributable  to interest due on the loans can add to your
federal (and possibly state) income tax liability.

You should  consult  with your  financial  and tax  advisers in designing a life
insurance  retirement plan that is suitable for your particular needs.  Further,
you should  continue  to monitor  the Net Cash  Value  remaining  in a Policy to
assure that the Policy is sufficiently funded to continue to support the desired
income stream and so that it will not lapse. In this regard,  you should consult
your periodic  statements  to determine  the amount of their  remaining Net Cash
Value.  Illustrations  showing  the  effect of  charges  under the  Policy  upon
existing  Account  Value or the effect of future  withdrawals  or loans upon the
Policy's Account Value and Death Benefit are available from your representative.
Consideration should be given periodically to whether the Policy is sufficiently
funded so that it will not lapse prematurely.

Because of the potential risks  associated with borrowing from a Policy,  use of
the  Policy  in  connection  with a life  insurance  retirement  plan may not be
suitable  for all Owners.  These risks  should be  carefully  considered  before
borrowing from the Policy to provide an income stream.

          ILLUSTRATIONS OF ACCOUNT VALUES, CASH VALUES, DEATH BENEFITS
                        AND ACCUMULATED PREMIUM PAYMENTS

   
The following tables have been prepared to illustrate hypothetically how certain
values under a Policy change with investment performance over an extended period
of time.  The  tables  illustrate  how  Account  Values,  Cash  Values and Death
Benefits  under a Policy  covering  an Insured of a given age on the Policy Date
would  vary over time if the  return on the  assets in each of the Funds were an
assumed  uniform  gross  annual  rate of 0%,  6% and 12%.  The  values  would be
different from those shown if the returns  averaged 0%, 6% or 12% but fluctuated
over and under those  averages  throughout  the years  shown.  The  hypothetical
investment  rates of return  are  illustrative  only and  should not be deemed a
representation of past or future  investment rates of return.  The tables may be
deemed to be "forward looking statements," and are based on certain assumptions.
Actual  performance  under the  Policy may differ  materially  from  performance
described in the tables.  Actual rates of return for a particular  Policy may be
more or less than the hypothetical investment rates of return and will depend on
a number of factors,  including  the  investment  allocations  made by an Owner.
These  illustrations  assume that  premiums are  allocated  equally among the 20
Investment Accounts
    

                                       19
<PAGE>

available under the Policy. These illustrations also assume that no Policy loans
have been made.

   
The illustrations  reflect the fact that the net investment return on the assets
held in the  Investment  Accounts is lower than the gross return of the selected
Portfolios.  The tables assume an average annual expense ratio of  approximately
0.72% of the  average  daily net assets of the  Portfolios  available  under the
Policies.  This average  annual  expense ratio is based on the expense ratios of
each of the Portfolios for the last fiscal year, adjusted,  as appropriate,  for
any  material  changes in expenses  effective  for the current  fiscal year of a
Portfolio.  Effective May 1, 1999, the American Century VP Capital  Appreciation
Portfolio is no longer available for new contracts;  therefore,  the Portfolio's
expenses  are  not  included  in  the  above  average.  For  information  on the
Portfolios' expenses, see the prospectuses for the Funds and Portfolios.
    

The illustrations also reflect the deduction of the Monthly  Deduction.  AUL has
the  contractual  right to charge the guaranteed  maximum  charges.  The current
charges and,  alternatively,  the  guaranteed  charges are reflected in separate
illustrations  that follow.  All the illustrations  reflect the fact that no tax
charges  other than the premium tax charge and federal tax charge are  currently
made  against  the  Separate  Account and assume no  outstanding  loans and loan
interest or charges for rider benefits.

The illustrations are based on AUL's sex distinct rates. Upon request,  an Owner
will be  furnished  with a  comparable  illustration  based  upon  the  proposed
0nsured's  individual  circumstances.  Such  illustrations  may assume different
hypothetical rates of return than those illustrated in the following tables, and
also may reflect allocation of premiums to specified Investment  Accounts.  Such
illustrations  will  reflect  the  expenses  of the  Portfolios  in  which  such
Investment  Accounts  invest.  We may make a  reasonable  charge to provide such
illustrations.

                                       20
<PAGE>


   

                    American United Life Insurance Company(R)
                 Modified Single Premium Variable Life Insurance

                               SINGLE LIFE OPTION

                            $100,000 INITIAL PREMIUM

                                ISSUE AGE 50 MALE

                            INITIAL FACE AMOUNT $357,859

           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0%

   (APPROXIMATE NET OF -1.61% DURING FIRST 10 POLICY YEARS, -1.51% THEREAFTER)
<TABLE>
<S>              <C>              <C>               <C>      <C>           <C>          <C>      <C>

End of            Premiums                           CURRENT CHARGES*           GUARANTEED CHARGES**
Contract Year     Accumulated at
                  5% Interest Per   Account        Cash     Death          Account     Cash       Death
                  Year               Value         Value    Benefit        Value       Value     Benefits
- -------------- ---------------- -------------   ---------- ---------    ----------     ------    ---------

  1                 105,000         96,972          88,172    357,859      95,815       87,015     357,859      
  2                 110,250         94,036          86,116    357,859      91,538       83,618     357,859    
  3                 115,762         91,189          84,149    357,859      87,146       80,106     357,859    
  4                 121,551         88,429          82,269    357,859      82,607       76,447     357,859    
  5                 127,628         85,751          80,471    357,859      77,895       72,615     357,859    
  6                 134,010         83,155          78,755    357,859      72,984       68,584     357,859    
  7                 140,710         80,637          77,117    357,859      67,851       64,331     357,859    
  8                 147,746         78,196          75,556    357,859      62,471       59,831     357,859    
  9                 155,133         75,829          74,069    357,859      56,814       55,054     357,859    
 10                 162,889         73,533          72,653    357,859      50,840       49,960     357,859    
 11                 171,034         71,664          71,664    357,859      44,733       44,733     357,859    
 12                 179,586         69,843          69,843    357,859      38,150       38,150     357,859    
 13                 188,565         68,068          68,068    357,859      31,007       31,007     357,859    
 14                 197,993         66,338          66,338    357,859      23,209       23,209     357,859    
 15                 207,893         64,652          64,652    357,859      14,653       14,653     357,859    
 16                 218,287         63,009          63,009    357,859       5,239        5,239     357,859    
 17                 229,202         61,408          61,408    357,859           0            0           0    
 18                 240,662         59,847          59,847    357,859           0            0           0    
 19                 252,695         58,326          58,326    357,859           0            0           0    
 20                 265,330         56,844          56,844    357,859           0            0           0    
 21                 278,596         55,399          55,399    357,859           0            0           0    
 22                 292,526         53,991          53,991    357,859           0            0           0    
 23                 307,152         52,619          52,619    357,859           0            0           0    
 24                 322,510         51,282          51,282    357,859           0            0           0    
 25                 338,635         49,979          49,979    357,859           0            0           0    
 26                 355,567         48,709          48,709    357,859           0            0           0    
 27                 373,346         47,471          47,471    357,859           0            0           0    
 28                 392,013         46,264          46,264    357,859           0            0           0    
 29                 411,614         45,088          45,088    357,859           0            0           0    
 30                 432,194         43,943          43,943    357,859           0            0           0    
                                                                                                   
- -------------- ---------------- ------------- --------------- --------- ---------------- -------- ----------
</TABLE>

*These values reflect  investment results using current cost of insurance rates,
administrative  fees,  and  mortality  and expense  risk rates. 

**These values reflect  investment  results using  guaranteed  cost of insurance
rates, administrative fees, and mortality and expense risk rates.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE  ILLUSTRATIVE  ONLY AND  SHOULD  NOT BE DEEMED A  REPRESENTATION  OF PAST OR
FUTURE INVESTMENT  RESULTS.  ACTUAL INVESTMENT  RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT,  ACCOUNT VALUE AND CASH VALUE FOR A POLICY WOULD
BE DIFFERENT  FROM THOSE SHOWN IF ACTUAL  INVESTMENT  RETURN  APPLICABLE  TO THE
POLICY AVERAGED 0% OVER A PERIOD OF YEARS,  BUT ALSO  FLUCTUATED  ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE DEATH BENEFIT,  ACCOUNT VALUE AND
CASH VALUE FOR A POLICY WOULD ALSO BE DIFFERENT  FROM THOSE SHOWN,  DEPENDING ON
THE  INVESTMENT  ALLOCATIONS  MADE TO THE  INVESTMENT  ACCOUNTS AND THE RATES OF
RETURN  OF THE  SEPARATE  ACCOUNT  IF THE  ACTUAL  RATES  OF  INVESTMENT  RETURN
APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR
THE SEPARATE ACCOUNT.  NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE
OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.



                                       21
<PAGE>


                    American United Life Insurance Company(R)
                 Modified Single Premium Variable Life Insurance

                               SINGLE LIFE OPTION

                            $100,000 INITIAL PREMIUM

                                ISSUE AGE 50 MALE

                            INITIAL FACE AMOUNT $357,859

           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6%

    (APPROXIMATE NET OF 4.34% DURING FIRST 10 POLICY YEARS, 4.44% THEREAFTER)

<TABLE>
<S>              <C>              <C>               <C>      <C>           <C>          <C>      <C>


End of          Premiums                           CURRENT CHARGES*           GUARANTEED CHARGES**
Contract Year   Accumulated at
                5% Interest Per     Account         Cash       Death           Account    Cash     Death
                Year                 Value          Value      Benefit         Value      Value    Benefits
- -------------- ----------------   -----------      --------    --------      ----------   -------  --------  

    1           105,000               102,838         94,038     357,859       101,680     92,880   357,859   
    2           110,250               105,756         97,836     357,859       103,267     95,347   357,859 
    3           115,762               108,756        101,716     357,859       104,742     97,702   357,859 
    4           121,551               111,842        105,682     357,859       106,074     99,914   357,859 
    5           127,628               115,016        109,736     357,859       107,241    101,961   357,859  
    6           134,010               118,279        113,879     357,859       108,218    103,818   357,859 
    7           140,710               121,636        118,116     357,859       108,983    105,463   357,859 
    8           147,746               125,087        122,447     357,859       109,513    106,873   357,859 
    9           155,133               128,636        126,876     357,859       109,780    108,020   357,859 
   10           162,889               132,286        131,406     357,859       109,745    108,865   357,859 
   11           171,034               136,721        136,721     357,859       109,921    109,921   357,859 
   12           179,586               141,305        141,305     357,859       109,709    109,709   357,859 
   13           188,565               146,043        146,043     357,859       109,037    109,037   357,859 
   14           197,993               150,939        150,939     357,859       107,818    107,818   357,859 
   15           207,893               155,999        155,999     357,859       105,958    105,958   357,859 
   16           218,287               161,229        161,229     357,859       103,364    103,364   357,859 
   17           229,202               166,635        166,635     357,859        99,930     99,930   357,859 
   18           240,662               172,222        172,222     357,859        95,539     95,539   357,859 
   19           252,695               177,995        177,995     357,859        90,040     90,040   357,859 
   20           265,330               183,963        183,963     357,859        83,233     83,233   357,859 
   21           278,596               190,131        190,131     357,859        74,852     74,852   357,859 
   22           292,526               196,505        196,505     357,859        64,553     64,553   357,859 
   23           307,152               203,093        203,093     357,859        51,895     51,895   357,859 
   24           322,510               209,902        209,902     357,859        36,336     36,336   357,859 
   25           338,635               216,939        216,939     357,859        17,244     17,244   357,859 
   26           355,567               224,212        224,212     357,859             0          0         0 
   27           373,346               231,729        231,729     357,859             0          0         0 
   28           392,013               239,498        239,498     357,859             0          0         0 
   29           411,614               247,528        247,528     357,859             0          0         0 
   30           432,194               255,827        255,827     357,859             0          0         0 
                                                                                                                           
- -------------- ---------------- ------------- --------------- --------- ---------------- -------- ----------
</TABLE>

*These values reflect  investment results using current cost of insurance rates,
administrative  fees,  and  mortality  and expense  risk rates.  

**These values reflect  investment  results using  guaranteed  cost of insurance
rates, administrative fees, and mortality and expense risk rates.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE  ILLUSTRATIVE  ONLY AND  SHOULD  NOT BE DEEMED A  REPRESENTATION  OF PAST OR
FUTURE INVESTMENT  RESULTS.  ACTUAL INVESTMENT  RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT,  ACCOUNT VALUE AND CASH VALUE FOR A POLICY WOULD
BE DIFFERENT  FROM THOSE SHOWN IF ACTUAL  INVESTMENT  RETURN  APPLICABLE  TO THE
POLICY AVERAGED 6% OVER A PERIOD OF YEARS,  BUT ALSO  FLUCTUATED  ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE DEATH BENEFIT,  ACCOUNT VALUE AND
CASH VALUE FOR A POLICY WOULD ALSO BE DIFFERENT  FROM THOSE SHOWN,  DEPENDING ON
THE  INVESTMENT  ALLOCATIONS  MADE TO THE  INVESTMENT  ACCOUNTS AND THE RATES OF
RETURN  OF THE  SEPARATE  ACCOUNT  IF THE  ACTUAL  RATES  OF  INVESTMENT  RETURN
APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR
THE SEPARATE ACCOUNT.  NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE
OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.



                                       22
<PAGE>


                    American United Life Insurance Company(R)
                 Modified Single Premium Variable Life Insurance

                               SINGLE LIFE OPTION

                            $100,000 INITIAL PREMIUM

                                ISSUE AGE 50 MALE

                            INITIAL FACE AMOUNT $357,859

           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12%

   (APPROXIMATE NET OF 10.29% DURING FIRST 10 POLICY YEARS, 10.40% THEREAFTER)

<TABLE>
<S>              <C>              <C>               <C>      <C>           <C>          <C>      <C>


End of            Premiums                           CURRENT CHARGES*           GUARANTEED CHARGES**
Contract Year     Accumulated at
                  5% Interest Per   Account        Cash        Death       Account      Cash       Death
                  Year               Value         Value       Benefit     Value        Value      Benefits
- -------------- ----------------    ----------   ---------     ---------   ----------   -------    ----------

    1           105,000              108,702        99,902      357,859    107,546       98,746     357,859 
    2           110,250              118,162       110,242      357,859    115,697      107,777     357,859
    3           115,762              128,445       121,405      357,859    124,507      117,467     357,859
    4           121,551              139,622       133,462      357,859    134,036      127,876     357,859
    5           127,628              151,772       146,492      357,859    144,354      139,074     357,859
    6           134,010              164,980       160,580      357,859    155,548      151,148     357,859
    7           140,710              179,337       175,817      357,859    167,721      164,201     357,859
    8           147,746              194,943       192,303      357,859    180,994      178,354     357,859
    9           155,133              211,908       210,148      357,859    195,501      193,741     357,859
   10           162,889              230,349       229,469      357,859    211,398      210,518     357,859
   11           171,034              251,650       251,650      357,859    230,023      230,023     357,859
   12           179,586              274,977       274,977      357,859    250,655      250,655     357,859
   13           188,565              300,750       300,750      378,946    273,582      273,582     357,859
   14           197,993              328,979       328,979      407,934    299,107      299,107     370,893
   15           207,893              359,846       359,846      439,012    327,171      327,171     399,149
   16           218,287              393,616       393,616      472,340    357,875      357,875     429,450
   17           229,202              430,469       430,469      512,258    391,381      391,381     465,744
   18           240,662              470,686       470,686      555,410    427,947      427,947     504,978
   19           252,695              514,578       514,578      602,057    467,854      467,854     547,389
   20           265,330              562,478       562,478      652,475    511,405      511,405     593,229
   21           278,596              614,747       614,747      706,959    558,927      558,927     642,766
   22           292,526              672,081       672,081      759,451    611,055      611,055     690,492
   23           307,152              735,061       735,061      815,918    668,316      668,316     741,831
   24           322,510              804,378       804,378      876,772    731,339      731,339     797,160
   25           338,635              880,862       880,862      942,522    800,878      800,878     856,940
   26           355,567              965,514       965,514    1,013,790    877,844      877,844     921,736
   27           373,346            1,057,978     1,057,978    1,110,877    961,912      961,912   1,010,008
   28           392,013            1,158,930     1,158,930    1,216,876  1,053,697    1,053,697   1,106,382
   29           411,614            1,269,096     1,269,096    1,332,551  1,153,860    1,153,860   1,211,553
   30           432,194            1,389,244     1,389,244    1,458,706  1,263,098    1,263,098   1,326,253
                                                                                                  
- -------------- ---------------- ------------- --------------- --------- ---------------- -------- ----------
</TABLE>

*These values reflect  investment results using current cost of insurance rates,
administrative  fees,  and  mortality  and expense  risk rates.

**These values reflect  investment  results using  guaranteed  cost of insurance
rates, administrative fees, and mortality and expense risk rates.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE  ILLUSTRATIVE  ONLY AND  SHOULD  NOT BE DEEMED A  REPRESENTATION  OF PAST OR
FUTURE INVESTMENT  RESULTS.  ACTUAL INVESTMENT  RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT,  ACCOUNT VALUE AND CASH VALUE FOR A POLICY WOULD
BE DIFFERENT  FROM THOSE SHOWN IF ACTUAL  INVESTMENT  RETURN  APPLICABLE  TO THE
POLICY AVERAGED 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED  ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE DEATH BENEFIT,  ACCOUNT VALUE AND
CASH VALUE FOR A POLICY WOULD ALSO BE DIFFERENT  FROM THOSE SHOWN,  DEPENDING ON
THE  INVESTMENT  ALLOCATIONS  MADE TO THE  INVESTMENT  ACCOUNTS AND THE RATES OF
RETURN  OF THE  SEPARATE  ACCOUNT  IF THE  ACTUAL  RATES  OF  INVESTMENT  RETURN
APPLICABLE  TO THE POLICY  AVERAGED  12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE
FOR THE SEPARATE ACCOUNT.  NO REPRESENTATION  CAN BE MADE THAT THIS HYPOTHETICAL
RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED  OVER ANY PERIOD OF
TIME.




                                       23
<PAGE>



                    American United Life Insurance Company(R)
                 Modified Single Premium Variable Life Insurance

                               SINGLE LIFE OPTION

                            $100,000 INITIAL PREMIUM

                                ISSUE AGE 60 MALE

                            INITIAL FACE AMOUNT $244,010

           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0%

   (APPROXIMATE NET OF -1.61% DURING FIRST 10 POLICY YEARS, -1.51% THEREAFTER)

<TABLE>
<S>              <C>              <C>               <C>      <C>           <C>          <C>      <C>

End of            Premiums                           CURRENT CHARGES*           GUARANTEED CHARGES**
Contract Year     Accumulated at
                  5% Interest Per   Account      Cash      Death       Account    Cash     Death
                  Year              Value        Value     Benefit     Value      Value    Benefits
- -------------- ---------------- ------------ ----------   ---------   --------   -------- ----------

 1                 105,000          96,972       88,172     244,010     95,189    86,389    244,010    
 2                 110,250          94,036       86,116     244,010     90,180    82,260    244,010 
 3                 115,762          91,189       84,149     244,010     84,928    77,888    244,010 
 4                 121,551          88,429       82,269     244,010     79,381    73,221    244,010 
 5                 127,628          85,751       80,471     244,010     73,483    68,203    244,010 
 6                 134,010          83,155       78,755     244,010     67,180    62,780    244,010 
 7                 140,710          80,637       77,117     244,010     60,411    56,891    244,010 
 8                 147,746          78,196       75,556     244,010     53,114    50,474    244,010 
 9                 155,133          75,829       74,069     244,010     45,205    43,445    244,010 
10                 162,889          73,533       72,653     244,010     36,573    35,693    244,010 
11                 171,034          71,664       71,664     244,010     27,230    27,230    244,010 
12                 179,586          69,843       69,843     244,010     16,773    16,773    244,010 
13                 188,565          68,068       68,068     244,010      4,949     4,949    244,010 
14                 197,993          66,338       66,338     244,010          0         0          0 
15                 207,893          64,652       64,652     244,010          0         0          0 
16                 218,287          63,009       63,009     244,010          0         0          0 
17                 229,202          61,408       61,408     244,010          0         0          0 
18                 240,662          59,847       59,847     244,010          0         0          0 
19                 252,695          58,326       58,326     244,010          0         0          0 
20                 265,330          56,844       56,844     244,010          0         0          0 
21                 278,596          55,399       55,399     244,010          0         0          0 
22                 292,526          53,991       53,991     244,010          0         0          0 
23                 307,152          52,619       52,619     244,010          0         0          0 
24                 322,510          51,282       51,282     244,010          0         0          0 
25                 338,635          49,979       49,979     244,010          0         0          0 
26                 355,567          48,709       48,709     244,010          0         0          0 
27                 373,346          47,471       47,471     244,010          0         0          0 
28                 392,013          46,264       46,264     244,010          0         0          0 
29                 411,614          45,088       45,088     244,010          0         0          0 
30                 432,194          43,943       43,943     244,010          0         0          0 
- -------------- ---------------- ------------- ---------    ----------  ----------  --------
</TABLE>                                                   

*These values reflect  investment results using current cost of insurance rates,
administrative  fees,  and  mortality  and expense  risk rates. 

**These values reflect  investment  results using  guaranteed  cost of insurance
rates, administrative fees, and mortality and expense risk rates.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE  ILLUSTRATIVE  ONLY AND  SHOULD  NOT BE DEEMED A  REPRESENTATION  OF PAST OR
FUTURE INVESTMENT  RESULTS.  ACTUAL INVESTMENT  RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT,  ACCOUNT VALUE AND CASH VALUE FOR A POLICY WOULD
BE DIFFERENT  FROM THOSE SHOWN IF ACTUAL  INVESTMENT  RETURN  APPLICABLE  TO THE
POLICY AVERAGED 0% OVER A PERIOD OF YEARS,  BUT ALSO  FLUCTUATED  ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE DEATH BENEFIT,  ACCOUNT VALUE AND
CASH VALUE FOR A POLICY WOULD ALSO BE DIFFERENT  FROM THOSE SHOWN,  DEPENDING ON
THE  INVESTMENT  ALLOCATIONS  MADE TO THE  INVESTMENT  ACCOUNTS AND THE RATES OF
RETURN  OF THE  SEPARATE  ACCOUNT  IF THE  ACTUAL  RATES  OF  INVESTMENT  RETURN
APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR
THE SEPARATE ACCOUNT.  NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE
OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.



                                       24
<PAGE>


                    American United Life Insurance Company(R)
                 Modified Single Premium Variable Life Insurance

                               SINGLE LIFE OPTION

                            $100,0000 INITIAL PREMIUM

                                ISSUE AGE 60 MALE

                            INITIAL FACE AMOUNT $244,010

           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6%

    (APPROXIMATE NET OF 4.34% DURING FIRST 10 POLICY YEARS, 4.44% THEREAFTER)

<TABLE>
<S>              <C>              <C>               <C>      <C>           <C>          <C>      <C>


End of            Premiums                           CURRENT CHARGES*           GUARANTEED CHARGES**
Contract Year     Accumulated at
                  5% Interest Per   Account     Cash       Death          Account     Cash        Death
                  Year               Value      Value      Benefit        Value       Value      Benefits
- -------------- ----------------   ----------    -------   -------- ----------------  --------   ----------

 1                  105,000         102,838      94,038    244,010         101,060     92,260     244,010     
 2                  110,250         105,756      97,836    244,010         101,949     94,029     244,010  
 3                  115,762         108,756     101,716    244,010         102,631     95,591     244,010  
 4                  121,551         111,842     105,682    244,010         103,065     96,905     244,010  
 5                  127,628         115,016     109,736    244,010         103,211     97,931     244,010  
 6                  134,010         118,279     113,879    244,010         103,024     98,624     244,010  
 7                  140,710         121,636     118,116    244,010         102,462     98,942     244,010  
 8                  147,746         125,087     122,447    244,010         101,475     98,835     244,010  
 9                  155,133         128,636     126,876    244,010          99,997     98,237     244,010  
10                  162,889         132,286     131,406    244,010          97,942     97,062     244,010  
11                  171,034         136,721     136,721    244,010          95,693     95,693     244,010  
12                  179,586         141,305     141,305    244,010          92,624     92,624     244,010  
13                  188,565         146,043     146,043    244,010          88,543     88,543     244,010  
14                  197,993         150,939     150,939    244,010          83,214     83,214     244,010  
15                  207,893         155,999     155,999    244,010          76,371     76,371     244,010  
16                  218,287         161,229     161,229    244,010          67,700     67,700     244,010  
17                  229,202         166,635     166,635    244,010          56,826     56,826     244,010  
18                  240,662         172,222     172,222    244,010          43,294     43,294     244,010  
19                  252,695         177,995     177,995    244,010          26,512     26,512     244,010  
20                  265,330         183,963     183,963    244,010           5,678      5,678     244.010  
21                  278,596         190,131     190,131    244,010               0          0           0  
22                  292,526         196,505     196,505    244,010               0          0           0  
23                  307,152         203,093     203,093    244,010               0          0           0  
24                  322,510         209,902     209,902    244,010               0          0           0  
25                  338,635         216,939     216,939    244,010               0          0           0  
26                  355,567         224,212     224,212    244,010               0          0           0  
27                  373,346         231,729     231,729    244,010               0          0           0  
28                  392,013         239,498     239,498    251,473               0          0           0  
29                  411,614         247,528     247,528    259,904               0          0           0  
30                  432,194         255,827     255,827    268,618               0          0           0  
                                                                                                           
- -------------- ---------------- ------------- --------------- --------- ---------------- ------   ----------
</TABLE>

*These values reflect  investment results using current cost of insurance rates,
administrative  fees,  and  mortality  and expense  risk rates. 

**These values reflect  investment  results using  guaranteed  cost of insurance
rates, administrative fees, and mortality and expense risk rates.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE  ILLUSTRATIVE  ONLY AND  SHOULD  NOT BE DEEMED A  REPRESENTATION  OF PAST OR
FUTURE INVESTMENT  RESULTS.  ACTUAL INVESTMENT  RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT,  ACCOUNT VALUE AND CASH VALUE FOR A POLICY WOULD
BE DIFFERENT  FROM THOSE SHOWN IF ACTUAL  INVESTMENT  RETURN  APPLICABLE  TO THE
POLICY AVERAGED 6% OVER A PERIOD OF YEARS,  BUT ALSO  FLUCTUATED  ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE DEATH BENEFIT,  ACCOUNT VALUE AND
CASH VALUE FOR A POLICY WOULD ALSO BE DIFFERENT  FROM THOSE SHOWN,  DEPENDING ON
THE  INVESTMENT  ALLOCATIONS  MADE TO THE  INVESTMENT  ACCOUNTS AND THE RATES OF
RETURN  OF THE  SEPARATE  ACCOUNT  IF THE  ACTUAL  RATES  OF  INVESTMENT  RETURN
APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR
THE SEPARATE ACCOUNT.  NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE
OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.



                                       25
<PAGE>


                    American United Life Insurance Company(R)
                 Modified Single Premium Variable Life Insurance

                               SINGLE LIFE OPTION

                            $100,000 INITIAL PREMIUM

                                ISSUE AGE 60 MALE

                            INITIAL FACE AMOUNT $244,010

           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12%

   (APPROXIMATE NET OF 10.29% DURING FIRST 10 POLICY YEARS, 10.40% THEREAFTER)

<TABLE>
<S>              <C>              <C>               <C>      <C>           <C>          <C>      <C>

End of            Premiums                           CURRENT CHARGES*           GUARANTEED CHARGES**
Contract Year     Accumulated at
                  5% Interest Per   Account       Cash        Death        Account      Cash         Death
                  Year              Value         Value       Benefit       Value       Value        Benefits
- -------------- ---------------- -------------   ---------   ---------     --------     -------       -------- 

 1                 105,000          108,702        99,902      244,010      106,934       98,134      244,010             
 2                 110,250          118,162       110,242      244,010      114,429      106,509      244,010   
 3                 115,762          128,445       121,405      244,010      122,547      115,507      244,010   
 4                 121,551          139,622       133,462      244,010      131,365      125,205      244,010   
 5                 127,628          151,772       146,492      244,010      140,979      135,699      244,010   
 6                 134,010          164,980       160,580      244,010      151,512      147,112      244,010   
 7                 140,710          179,337       175,817      244,010      163,116      159,596      244,010   
 8                 147,746          194,943       192,303      244,010      175,974      173,334      244,010   
 9                 155,133          211,946       210,186      247,977      190,311      188,551      244,010   
10                 162,889          230,519       229,639      267,402      206,394      205,514      244,010   
11                 171,034          251,940       251,940      289,731      225,513      225,513      259,340   
12                 179,586          275,437       275,437      311,243      246,545      246,545      278,596   
13                 188,565          301,248       301,248      334,385      269,649      269,649      299,311   
14                 197,993          329,656       329,656      359,325      295,077      295,077      321,634   
15                 207,893          361,001       361,001      386,271      323,135      323,135      345,754   
16                 218,287          395,694       395,694      415,478      354,188      354,188      371,898   
17                 229,202          433,588       433,588      455,267      388,108      388,108      407,513   
18                 240,662          474,961       474,961      498,709      425,141      425,141      446,398   
19                 252,695          520,110       520,110      546,115      465,554      465,554      488,832   
20                 265,330          569,349       569,349      597,817      509,629      509,629      535,110   
21                 278,596          623,009       623,009      654,159      557,660      557,660      585,543   
22                 292,526          681,430       681,430      715,501      609,953      609,953      640,451   
23                 307,152          744,964       744,964      782,212      666,823      666,823      700,164   
24                 322,510          813,980       813,980      854,679      728,600      728,600      765,030   
25                 338,635          889,253       889,253      933,716      795,636      795,636      835,418   
26                 355,567          971,488       971,488    1,020,062      868,310      868,310      911,726   
27                 373,346        1,061,326     1,061,326    1,114,393      947,027      947,027      994,379   
28                 392,013        1,159,473     1,159,473    1,217,447    1,032.218    1,032,218    1,083,829   
29                 411,614        1,266,696     1,266,696    1,330,031    1,124,336    1,124,336    1,180,553   
30                 432,194        1,383,835     1,383,835    1,453,026    1,223,851    1,223,851    1,285,044   
- -------------- ---------------- ------------- --------------- --------- -------------- --------     ---------
</TABLE>


*These values reflect  investment results using current cost of insurance rates,
administrative  fees,  and  mortality  and expense  risk rates. 

**These values reflect  investment  results using  guaranteed  cost of insurance
rates, administrative fees, and mortality and expense risk rates.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE  ILLUSTRATIVE  ONLY AND  SHOULD  NOT BE DEEMED A  REPRESENTATION  OF PAST OR
FUTURE INVESTMENT  RESULTS.  ACTUAL INVESTMENT  RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT,  ACCOUNT VALUE AND CASH VALUE FOR A POLICY WOULD
BE DIFFERENT  FROM THOSE SHOWN IF ACTUAL  INVESTMENT  RETURN  APPLICABLE  TO THE
POLICY AVERAGED 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED  ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE DEATH BENEFIT,  ACCOUNT VALUE AND
CASH VALUE FOR A POLICY WOULD ALSO BE DIFFERENT  FROM THOSE SHOWN,  DEPENDING ON
THE  INVESTMENT  ALLOCATIONS  MADE TO THE  INVESTMENT  ACCOUNTS AND THE RATES OF
RETURN  OF THE  SEPARATE  ACCOUNT  IF THE  ACTUAL  RATES  OF  INVESTMENT  RETURN
APPLICABLE  TO THE POLICY  AVERAGED  12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE
FOR THE SEPARATE ACCOUNT.  NO REPRESENTATION  CAN BE MADE THAT THIS HYPOTHETICAL
RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED  OVER ANY PERIOD OF
TIME.



                                       26
<PAGE>


                    American United Life Insurance Company(R)
                 Modified Single Premium Variable Life Insurance

                                  LAST SURVIVOR

                            $100,000 INITIAL PREMIUM

                         ISSUE AGE: 60 MALE \ 60 FEMALE

                            INITIAL FACE AMOUNT $381,680

           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0%

   (APPROXIMATE NET OF -1.61% DURING FIRST 10 POLICY YEARS, -1.51% THEREAFTER)

<TABLE>
<S>              <C>              <C>               <C>      <C>           <C>          <C>      <C>

End of            Premiums                           CURRENT CHARGES*           GUARANTEED CHARGES**
Contract Year     Accumulated at
                  5% Interest Per    Account        Cash       Death        Account    Cash       Death
                  Year                Value         Value      Benefit      Value      Value      Benefits
- -------------- ----------------   -------------   ---------    --------    -------   --------    ---------

   1               105,000            97,560        88,760      381,680     97,560     88,760     381,680 
   2               110,250            95,072        87,152      381,680     95,072     87,152     381,680 
   3               115,762            92,517        85,477      381,680     92,510     85,470     381,680 
   4               121,551            90,031        83,871      381,680     89,843     83,683     381,680 
   5               127,628            87,611        82,331      381,680     87,032     81,752     381,680 
   6               134,010            85,257        80,857      381,680     84,032     79,632     381,680 
   7               140,710            82,966        79,446      381,680     80,798     77,278     381,680 
   8               147,746            80,736        78,096      381,680     77,281     74,641     381,680 
   9               155,133            78,567        76,807      381,680     73,427     71,667     381,680 
  10               162,889            76,456        75,576      381,680     69,164     68,284     381,680 
  11               171,034            74,774        74,774      381,680     64,730     64,730     381,680 
  12               179,586            73,129        73,129      381,680     59,637     59,637     381,680 
  13               188,565            71,521        71,521      381,680     53,709     53,709     381,680 
  14               197,993            69,948        69,948      381,680     46,734     46,734     381,680 
  15               207,893            68,409        68,409      381,680     38,462     38,462     381,680 
  16               218,287            66,905        66,905      381,680     28,616     28,616     381,680 
  17               229,202            65,433        65,433      381,680     16,884     16,884     381,680 
  18               240,662            63,994        63,994      381,680      2,910      2,910     381,680 
  19               252,695            62,587        62,587      381,680          0          0           0 
  20               265,330            61,210        61,210      381,680          0          0           0 
  21               278,596            59,864        59,864      381,680          0          0           0 
  22               292,526            58,547        58,547      381,680          0          0           0 
  23               307,152            57,260        57,260      381,680          0          0           0 
  24               322,510            56,000        56,000      381,680          0          0           0 
  25               338,635            54,768        54,768      381,680          0          0           0 
  26               355,567            53,564        53,564      381,680          0          0           0 
  27               373,346            52,386        52,386      381,680          0          0           0 
  28               392,013            51,234        51,234      381,680          0          0           0 
  29               411,614            50,107        50,107      381,680          0          0           0 
  30               432,194            49,005        49,005      381,680          0          0           0 
                                                                                              
- -------------- ---------------- ------------- --------------- --------- ---------------- -------- ----------
</TABLE>

*These values reflect  investment results using current cost of insurance rates,
administrative  fees,  and  mortality  and expense  risk rates. 

**These values reflect  investment  results using  guaranteed  cost of insurance
rates, administrative fees, and mortality and expense risk rates.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE  ILLUSTRATIVE  ONLY AND  SHOULD  NOT BE DEEMED A  REPRESENTATION  OF PAST OR
FUTURE INVESTMENT  RESULTS.  ACTUAL INVESTMENT  RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT,  ACCOUNT VALUE AND CASH VALUE FOR A POLICY WOULD
BE DIFFERENT  FROM THOSE SHOWN IF ACTUAL  INVESTMENT  RETURN  APPLICABLE  TO THE
POLICY AVERAGED 0% OVER A PERIOD OF YEARS,  BUT ALSO  FLUCTUATED  ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE DEATH BENEFIT,  ACCOUNT VALUE AND
CASH VALUE FOR A POLICY WOULD ALSO BE DIFFERENT  FROM THOSE SHOWN,  DEPENDING ON
THE  INVESTMENT  ALLOCATIONS  MADE TO THE  INVESTMENT  ACCOUNTS AND THE RATES OF
RETURN  OF THE  SEPARATE  ACCOUNT  IF THE  ACTUAL  RATES  OF  INVESTMENT  RETURN
APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR
THE SEPARATE ACCOUNT.  NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE
OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.



                                       27
<PAGE>


                    American United Life Insurance Company(R)
                 Modified Single Premium Variable Life Insurance

                                  LAST SURVIVOR

                            $100,000 INITIAL PREMIUM

                         ISSUE AGE: 60 MALE \ 60 FEMALE

                            INITIAL FACE AMOUNT $381,680

           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6%

    (APPROXIMATE NET OF 4.34% DURING FIRST 10 POLICY YEARS, 4.44% THEREAFTER)

<TABLE>
<S>              <C>              <C>               <C>      <C>           <C>          <C>      <C>


End of            Premiums                           CURRENT CHARGES*           GUARANTEED CHARGES**
Contract Year     Accumulated at
                  5% Interest Per   Account     Cash      Death      Account     Cash        Death
                  Year              Value       Value     Benefit     Value      Value      Benefits
- -------------- ----------------    ----------  ---------  ---------  ----------  --------    ----------

   1               105,000         103,462     94,662     381,680     103,462       94,662    381,680      
   2               110,250         106,940     99,020     381,680     106,940       99,020    381,680
   3               115,762         110,414    103,374     381,680     110,414      103,374    381,680
   4               121,551         113,945    107,785     381,680     113,855      107,695    381,680
   5               127,628         117,590    112,310     381,680     117,231      111,951    381,680
   6               134,010         121,351    116,951     381,680     120,505      116,105    381,680
   7               140,710         125,232    121,712     381,680     123,638      120,118    381,680
   8               147,746         129,237    126,597     381,680     126,591      123,951    381,680
   9               155,133         133,371    131,611     381,680     129,319      127,559    381,680
  10               162,889         137,637    136,757     381,680     131,764      130,884    381,680
  11               171,034         142,750    142,750     381,680     134,529      134,529    381,680
  12               179,586         148,054    148,054     381,680     136,878      136,878    381,680
  13               188,565         153,555    153,555     381,680     138,678      138,678    381,680
  14               197,993         159,259    159,259     381,680     139,768      139,768    381,680
  15               207,893         165,176    165,176     381,680     139,962      139,962    381,680
  16               218,287         171,313    171,313     381,680     139,056      139,056    381,680  
  17               229,202         177,678    177,678     381,680     136,815      136,815    381,680
  18               240,662         184,279    184,279     381,680     132,974      132,974    381,680
  19               252,695         191,125    191,125     381,680     127,203      127,203    381,680
  20               265,330         198,226    198,226     381,680     119,059      119,059    381,680
  21               278,596         205,591    205,591     381,680     107,937      107,937    381,680
  22               292,526         213,229    213,229     381,680      93,011       93,011    381,680
  23               307,152         221,151    221,151     381,680      73,142       73,142    381,680
  24               322,510         229,367    229,367     381,680      46,815       46,815    381,680
  25               338,635         237,889    237,889     381,680      12,028       12,028    381,680
  26               355,567         246,727    246,727     381,680           0            0          0
  27               373,346         255,894    255,894     381,680           0            0          0
  28               392,013         265,401    265,401     381,680           0            0          0
  29               411,614         275,261    275,261     381,680           0            0          0
  30               432,194         285,488    285,488     381,680           0            0          0
                                                                                   
- -------------- ---------------     -------   --------- ------------- ---------   ----------  --------- 
</TABLE>                              
                              
*These values reflect  investment results using current cost of insurance rates,
administrative  fees,  and  mortality  and expense  risk rates.

**These values reflect  investment  results using  guaranteed  cost of insurance
rates, administrative fees, and mortality and expense risk rates.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE  ILLUSTRATIVE  ONLY AND  SHOULD  NOT BE DEEMED A  REPRESENTATION  OF PAST OR
FUTURE INVESTMENT  RESULTS.  ACTUAL INVESTMENT  RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT,  ACCOUNT VALUE AND CASH VALUE FOR A POLICY WOULD
BE DIFFERENT  FROM THOSE SHOWN IF ACTUAL  INVESTMENT  RETURN  APPLICABLE  TO THE
POLICY AVERAGED 6% OVER A PERIOD OF YEARS,  BUT ALSO  FLUCTUATED  ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE DEATH BENEFIT,  ACCOUNT VALUE AND
CASH VALUE FOR A POLICY WOULD ALSO BE DIFFERENT  FROM THOSE SHOWN,  DEPENDING ON
THE  INVESTMENT  ALLOCATIONS  MADE TO THE  INVESTMENT  ACCOUNTS AND THE RATES OF
RETURN  OF THE  SEPARATE  ACCOUNT  IF THE  ACTUAL  RATES  OF  INVESTMENT  RETURN
APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR
THE SEPARATE ACCOUNT.  NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE
OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.



                                       28
<PAGE>


                    American United Life Insurance Company(R)
                 Modified Single Premium Variable Life Insurance

                              LAST SURVIVOR OPTION

                            $100,000 INITIAL PREMIUM

                         ISSUE AGE: 60 MALE \ 60 FEMALE

                            INITIAL FACE AMOUNT $381,680


           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12%

   (APPROXIMATE NET OF 10.29% DURING FIRST 10 POLICY YEARS, 10.40 THEREAFTER)

<TABLE>
<S>              <C>              <C>               <C>      <C>           <C>          <C>      <C>

End of            Premiums                           CURRENT CHARGES*           GUARANTEED CHARGES**
Contract Year     Accumulated at
                  5% Interest Per    Account       Cash      Death          Account       Cash          Death
                  Year                Value        Value     Benefit        Value        Value         Benefits
- -------------- ----------------   -------------  ---------   --------- --------------   --------      ----------

   1               105,000           109,364       100,564     381,680       109,364       100,564        381,680
   2               110,250           119,505       111,585     381,680       119,505       111,585        381,680
   3               115,762           130,482       123,442     381,680       130,482       123,442        381,680
   4               121,551           142,357       136,197     381,680       142,356       136,196        381,680
   5               127,628           155,288       150,008     381,680       155,195       149,915        381,680
   6               134,010           169,394       164,994     381,680       169,077       164,677        381,680
   7               140,710           184,781       181,261     381,680       184,097       180,577        381,680
   8               147,746           201,567       198,927     381,680       200,366       197,726        381,680
   9               155,133           219,876       218,116     381,680       218,019       216,259        381,680
  10               162,889           239,850       238,970     381,680       237,209       236,329        381,680
  11               171,034           262,949       262,949     381,680       259,422       259,422        381,680
  12               179,586           288,273       288,273     381,680       283,835       283,835        381,680
  13               188,565           316,037       316,037     381,680       310,768       310,768        381,680
  14               197,993           346,590       346,590     381,680       340,633       340,633        381,680
  15               207,893           380,494       380,494     407,128       373,884       373,884        400,056
  16               218,287           417,866       417,866     438,759       410,607       410,607        431,138
  17               229,202           458,799       458,799     481,739       450,829       450,829        473,370
  18               240,662           503,607       503,607     528,787       494,858       494,858        519,601
  19               252,695           552,627       552,627     580,258       543,027       543,027        570,178
  20               265,330           606,217       606,217     636,528       595,687       595,687        625,471
  21               278,596           664,755       664,755     697,993       653,207       653,207        685,868
  22               292,526           728,777       728,777     765,216       715,974       715,974        751,773
  23               307,152           798,964       798,964     838,913       784,383       784,383        823,603
  24               322,510           875,912       875,912     919,707       858,849       858,849        901,791 
  25               338,635           960,270       960,270   1,008,283       939,803       939,803        986,793
  26               355,567         1,052,752     1,052,752   1,105,390     1,027,702     1,027,702      1,079,087 
  27               373,346         1,154,141     1,154,141   1,211,848     1,123,026     1,123,026      1,179,177
  28               392,013         1,265,295     1,265,295   1,328,560     1,226,278     1,226,278      1,287,592
  29               411,614         1,387,154     1,387,154   1,456,512     1,337,980     1,337,980      1,404,879
  30               432,194         1,520,749     1,520,749   1,596,787     1,458,668     1,458,668      1,531,602
                                                                                                                  
- -------------- ---------------- ------------- --------------- --------- ---------------- --------      ----------
</TABLE>

*These values reflect  investment results using current cost of insurance rates,
administrative  fees,  and  mortality  and expense  risk rates. 

**These values reflect  investment  results using  guaranteed  cost of insurance
rates, administrative fees, and mortality and expense risk rates.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE  ILLUSTRATIVE  ONLY AND  SHOULD  NOT BE DEEMED A  REPRESENTATION  OF PAST OR
FUTURE INVESTMENT  RESULTS.  ACTUAL INVESTMENT  RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT,  ACCOUNT VALUE AND CASH VALUE FOR A POLICY WOULD
BE DIFFERENT  FROM THOSE SHOWN IF ACTUAL  INVESTMENT  RETURN  APPLICABLE  TO THE
POLICY AVERAGED 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED  ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE DEATH BENEFIT,  ACCOUNT VALUE AND
CASH VALUE FOR A POLICY WOULD ALSO BE DIFFERENT  FROM THOSE SHOWN,  DEPENDING ON
THE  INVESTMENT  ALLOCATIONS  MADE TO THE  INVESTMENT  ACCOUNTS AND THE RATES OF
RETURN  OF THE  SEPARATE  ACCOUNT  IF THE  ACTUAL  RATES  OF  INVESTMENT  RETURN
APPLICABLE  TO THE POLICY  AVERAGED  12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE
FOR THE SEPARATE ACCOUNT.  NO REPRESENTATION  CAN BE MADE THAT THIS HYPOTHETICAL
RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED  OVER ANY PERIOD OF
TIME.
    


                                       29
<PAGE>



                      OTHER POLICY BENEFITS AND PROVISIONS

LIMITS ON RIGHTS TO CONTEST THE POLICY

INCONTESTABILITY.  In the  absence of fraud,  after the Policy has been in force
during the Insured's  lifetime for two years from the Contract Date, AUL may not
contest the Policy.

If a Policy lapses and it is reinstated,  we can contest the  reinstated  Policy
during the first two years after the effective  date of the  reinstatement,  but
only for statements made in the application for reinstatement.

SUICIDE EXCLUSION.  If the Insured dies by suicide, while sane or insane, within
two years of the Contract Date or the effective  date of any  reinstatement  (or
less if required by state law),  the amount  payable by AUL will be equal to the
premiums paid less any loan, loan interest, and any partial surrender.

CHANGES IN THE POLICY OR BENEFITS

MISSTATEMENT OF AGE OR SEX. If it is determined the age or sex of the Insured as
stated in the Policy is not correct,  the Death  Benefit will be the greater of:
(1) the amount which would have been purchased at the Insured's  correct age and
sex by the most recent cost of insurance  charge  assessed  prior to the date we
receive proof of death; or (2) the Account Value as of the date we receive proof
of death, multiplied by the Minimum Insurance Percentage for the correct age.

OTHER  CHANGES.  Upon  notice,  AUL may  modify  the  Policy,  but  only if such
modification is necessary to: (1) make the Policy or the Separate Account comply
with any applicable law or regulation  issued by a governmental  agency to which
AUL is  subject;  (2) assure  continued  qualification  of the Policy  under the
Internal  Revenue Code or other  federal or state laws relating to variable life
contracts; (3) reflect a change in the operation of the Separate Account; or (4)
provide different Separate Account or fixed account  accumulation  options.  AUL
reserves  the right to modify the Policy as  necessary to attempt to prevent the
Owner from being considered the owner of the assets of the Separate Account.  In
the event of any such modification, AUL will issue an appropriate endorsement to
the Policy,  if required.  AUL will  exercise  these rights in  accordance  with
applicable law, including approval of Owners, if required.

Any change of the Policy must be approved by AUL's President,  Vice President or
Secretary.  No  representative is authorized to change or waive any provision of
the Policy.

EXCHANGE FOR PAID-UP POLICY

You may exchange the Policy for a paid-up whole life policy by Proper Notice and
upon  returning  the Policy to the Home  Office.  The new policy will be for the
level face  amount,  not greater than the  Policy's  Face  Amount,  which can be
purchased by the Policy's Net Cash Value. The new policy will be purchased using
the  continuous net single premium for the Insured's age upon the Insured's last
birthday at the time of the  exchange.  We will pay you any  remaining  Net Cash
Value that was not used to purchase the new policy.

At any time after this option is elected,  the cash value of the new policy will
be its net single  premium at the  Insured's  then  attained age. All net single
premiums will be based on 3% interest and the guaranteed cost of insurance rates
of the Policy. No riders may be attached to the new policy.

WHEN PROCEEDS ARE PAID

AUL will  ordinarily  pay any Death Benefit  Proceeds,  loan  proceeds,  Partial
Surrender proceeds,  or Full Surrender proceeds within seven calendar days after
receipt at the Home  Office of all the  documents  required  for such a payment.
Other than the Death Benefit,  which is determined as of the date of death,  the
amount  will be  determined  as of the date of  receipt of  required  documents.
However,  AUL may delay making a payment or processing a transfer request if (1)
the New York  Stock  Exchange  is closed  for other  than a regular  holiday  or
weekend, trading is restricted by the SEC, or the SEC declares that an emergency
exists as a result of which the disposal or valuation of Separate Account assets
is not reasonably  practicable;  or (2) the SEC by order permits postponement of
payment to protect Owners.

DIVIDENDS

You will receive any dividends declared by us as long as the Policy is in force.
Dividend  payments  will  be  applied  to  increase  the  Account  Value  in the
Investment  Accounts on a prorata basis unless you request cash  payment.  We do
not anticipate declaring any dividends.

REPORTS TO POLICY OWNERS

At least  once a year,  you will be sent a report  at your  last  known  address
showing, as of the end of the current report period:  Account Value, Cash Value,
Death  Benefit,  change in value of amounts in the  Separate  Account,  premiums
paid, loans, Partial Surrenders,  expense charges, and cost of insurance charges
since the prior report. You will also be sent an annual and a semi-annual report
for each Fund or Portfolio  underlying an  Investment  Account to which you have
allocated  Account Value,  including a list of the securities held in each Fund,
as required by the 1940 Act. In addition,  when you pay premiums, or if you take
out a loan,  transfer amounts among the Investment  Accounts or take surrenders,
you will receive a written confirmation of these transactions.

ASSIGNMENT

The Policy  may be  assigned  in  accordance  with its  terms.  In order for any
assignment  to be binding  upon AUL, it must be in writing and filed at the Home
Office.  Once AUL has  received a signed  copy of the  assignment,  the  Owner's
rights and the interest of any beneficiary (or any other person) will be subject
to the assignment. If there are any irrevocable  beneficiaries,  you must obtain
their consent before assigning the Policy. AUL assumes no responsibility for the
validity or sufficiency of any assignment.  An assignment is subject to any loan
on the Policy.

REINSTATEMENT

The  Policy  may be  reinstated  within  five  years (or such  longer  period if
required by state law) after lapse, subject to

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<PAGE>

compliance with certain conditions, including the payment of a necessary premium
and submission of  satisfactory  evidence of  insurability.  See your Policy for
further information.

RIDER BENEFITS

The following  rider benefits are available and may be added to your Policy.  If
applicable,  monthly charges for these riders will be deducted from your Account
Value as part of the Monthly Deduction. All of these riders may not be available
in all states.

     WAIVER OF MONTHLY DEDUCTION DISABILITY (WMDD)
     ISSUE AGES: 0-55

   
     This rider  waives the  Monthly  Deduction,  excluding  the  mortality  and
     expense risk charge,  during a period of total  disability.  WMDD cannot be
     attached to Policies  with Face Amounts in excess of  $3,000,000,  policies
     with a Long-Term  Care  Accelerated  Death Benefit Rider or policies  rated
     higher than Table H.
    

     Monthly  Deductions are waived for total  disability  following a six month
     waiting  period.  Monthly  Deductions  made during this waiting  period are
     re-credited  to the  Account  Value upon the actual  waiver of the  Monthly
     Deductions.  If disability  occurs before age 60,  Monthly  Deductions  are
     waived as long as total disability continues.  If disability occurs between
     ages 60-65,  Monthly  Deductions are waived as long as the Insured  remains
     totally disabled but not beyond age 65.

     LAST SURVIVOR RIDER (LS) 
     ISSUE AGES: 20-85

     This rider  modifies  the terms of the Policy to provide  insurance  on the
     lives of two Insureds  rather than one. When the LS Rider is attached,  the
     Death Benefit  Proceeds are paid to the  beneficiary  upon the death of the
     last  surviving  Insured.   The  cost  of  insurance  charges  reflect  the
     anticipated  mortality  of the two  Insureds  and the fact  that the  Death
     Benefit is not paid until the death of the surviving Insured.  For a Policy
     containing  the LS Rider to be  reinstated,  either both  Insureds  must be
     alive on the date of the  reinstatement;  or the surviving  Insured must be
     alive and the lapse  occurred  after  the death of the first  Insured.  The
     Incontestability, Suicide, and Misstatement of Age or Sex provisions of the
     Policy apply to either Insured.

     LS Rider also  provides a Policy Split  Option,  allowing the Policy on two
     Insureds to be split into two  separate  Policies,  one on the life of each
     Insured.  The LS Rider also includes an Estate  Preservation  Benefit which
     increases  the Face  Amount of the Policy  under  certain  conditions.  The
     Estate Preservation Benefit is only available to standard risks.

     ACCELERATED DEATH BENEFIT RIDER (ABR)

     This rider  allows for a  prepayment  of a portion  of the  Policy's  Death
     Benefit while the Insured is still alive, if the Insured has been diagnosed
     as terminally  ill, and has 12 months or less to live.  The minimum  amount
     available is $5,000.  The maximum  benefit  payable (in most states) is the
     lesser  of  $500,000  or 50% of the  Face  Amount.  ABR may be added to the
     Policy at any time while it is still in force. There is no charge for ABR.

     LONG-TERM CARE ACCELERATED DEATH BENEFIT RIDER

     Applicants  residing  in  states  that have  approved  the  Long-Term  Care
     Accelerated  Death  Benefit Rider (the "ADBR") may elect to add it to their
     Policy at issue, subject to AUL receiving satisfactory  additional evidence
     of  insurability.  This rider may be  attached  along with a Last  Survivor
     Rider.  The ADBR is not yet  available  in all states  and the form  and/or
     terms under which it is available  may vary from  state to state.  The ADBR
     permits  the Owner to receive,  at his or her request and upon  approval by
     AUL in  accordance  with the terms of the ADBR, an  accelerated  payment of
     part of the Policy's Death Benefit (an "Accelerated  Death Benefit") and an
     additional  extended long-term care benefit when one of the following three
     events occurs:

          1. Confinement to a Long-Term Care Facility.  An Insured is determined
          to be  Chronically  Ill (as defined  below) and has been confined to a
          Long-Term  Care  Facility  for at least 90 days during a period of 270
          consecutive days.

          2. Home Health Care. An Insured is determined  to be  Chronically  Ill
          (as defined below) and has been receiving home health care (as defined
          in the rider) for at least 90 days during a period of 270  consecutive
          days.

          3. Adult Day Care. An Insured is determined to be Chronically  Ill (as
          defined  below) and has been  receiving  adult day care (as defined in
          the  rider)  for at least 90 days  during a period of 270  consecutive
          days.

     Chronically  Ill means  that an  Insured  has been  certified  (within  the
     preceding  12-month  period) by a licensed health care  practitioner as (1)
     being expected to be unable to perform (without substantial assistance from
     another  individual)  at least two  activities of daily  living,  including
     bathing, continence, dressing, eating, toileting, and transferring,  during
     a period of at least 90 days; or (2) requiring  substantial  supervision to
     protect  the  Insured  from  threats  to health  and  safety  due to severe
     cognitive  impairment (as such terms are more fully described in the ADBR).
     A charge for this rider will be deducted  from the Account Value as part of
     the monthly deductions.


     Tax Consequences of the ADBR. Subject to certain limitations,  the benefits
     payable under the ADBR will generally be excludible from income for Federal
     income tax purposes. See "Tax Considerations."

     Amount of the  Accelerated  Death  Benefit.  The ADBR  provides for monthly
     payments  subject to a  long-term  care  benefit  balance not to exceed the
     current  policy Death  Benefit less any  outstanding  policy loans and loan
     interest,  and additional  long-term care benefit  payments equal to twelve
     monthly  payments.  Subject to a maximum  monthly  benefit of $10,000,  the
     monthly  benefits  under the ADBR will be the actual cost of long-term care
     expenses  up to a 

                                       31
<PAGE>


     maximum  of  1/36th  of the  Death  Benefit  for care in a  long-term  care
     facility or home  health  care;  or the actual  expenses up to a maximum of
     1/72nd of the Death Benefit for adult day care.

   
     Conditions for Receipt of Long-Term Care  Accelerated  Death Benefit Rider.
     In order to receive  benefits from this rider, the Policy and rider must be
     in force and an Owner must submit  Proper  Notice of the claim to us at our
     Home Office. Proper Notice means notice that is received at our Home Office
     in a form acceptable to us.
    

     We may request additional medical  information from the Insured's physician
     and/or may require an  independent  physical  examination  (at our expense)
     before approving the claim for payment of benefits. We will not approve any
     benefits  under the rider for a claim which is the result of  intentionally
     self-inflicted  injury or  participation in a felony or if the benefits are
     payable  under  Medicare or  services  are  provided  outside of the United
     States. Any additional exclusions may be noted in the ADBR.

     Effect on Existing  Policy.  The Death Benefit Proceeds  otherwise  payable
     under a Policy at the time of an  Insured's  death  will be  reduced by the
     amount of the payments.  If the Owner makes a request for a long-term  care
     accelerated  death  benefit  payment,  the  Policy's Net Cash Value will be
     reduced proportionally.  Therefore, depending upon the number and amount of
     payments, this may result in the Net Cash Value being reduced to zero.

Your  determination as to how to purchase a desired level of insurance  coverage
should be based on specific insurance needs.  Consult your sales  representative
for further information.

Additional rules and limits apply to these rider benefits. Not all such benefits
may be  available  at any time,  and rider  benefits in addition to those listed
above may be made  available.  Please ask your AUL  representative  for  further
information, or contract the Home Office.

                               TAX CONSIDERATIONS

The following  summary provides a general  description of the federal income tax
considerations associated with the Policy and does not purport to be complete or
to cover all situations.  This discussion is not intended as tax advice. Counsel
or  other   competent  tax  advisers  should  be  consulted  for  more  complete
information.  This discussion is based upon AUL's  understanding  of the present
federal tax laws as they  currently  are  interpreted  by the  Internal  Revenue
Service (the "IRS").

TAX STATUS OF THE POLICY

In order to attain the tax benefits normally associated with life insurance, the
Policy must be classified  for federal  income tax purposes as a life  insurance
contract. Section 7702 of the Internal Revenue Code sets forth a definition of a
life  insurance  contract for federal  income tax  purposes.  The U.S.  Treasury
Department (the "Treasury") is authorized to prescribe regulations  implementing
Section 7702.  While proposed  regulations  and other interim  guidance has been
issued,  final regulations have not been adopted.  In short,  guidance as to how
Section 7702 is to be applied is limited.  If a Policy were determined not to be
a life  insurance  contract for purposes of Section 7702,  such Policy would not
provide the tax advantages normally provided by a life insurance contract.

With respect to a Policy  issued on a standard  basis,  AUL believes that such a
Policy  should meet the Section 7702  definition of a life  insurance  contract.
With respect to a Policy that is issued on a substandard  basis (i.e., a premium
class with extra rating involving higher than standard mortality risk), there is
less  guidance,  in  particular  as to  how  the  mortality  and  other  expense
requirements  of Section 7702 are to be applied,  in determining  whether such a
Policy meets the Section 7702  definition of a life insurance  contract.  If the
requirements  of Section 7702 were deemed not to have been met, the Policy would
not provide the tax benefits normally associated with life insurance and the tax
status of all contracts  invested in the  Investment  Account to which  premiums
were allocated under the non-qualifying contract might be affected.

If it is  subsequently  determined  that a Policy does not satisfy Section 7702,
AUL may take whatever steps are  appropriate  and reasonable to attempt to cause
such a Policy to comply with Section 7702. For these  reasons,  AUL reserves the
right to modify  the  Policy it deems in its sole  discretion  as  necessary  to
attempt to qualify it as a life insurance contract under Section 7702.

Section  817(h) of the Internal  Revenue Code requires that the  investments  of
each of the Investment  Accounts must be "adequately  diversified" in accordance
with Treasury regulations in order for the Policy to qualify as a life insurance
contract  under  Section  7702 of the  Internal  Revenue  Code.  The  Investment
Accounts,  through the  Portfolios,  intend to comply  with the  diversification
requirements  prescribed in Treas.  Reg. Section  1.817-5,  which affect how the
Portfolio's assets are to be invested. AUL believes that the Investment Accounts
will  meet the  diversification  requirements,  and AUL will  monitor  continued
compliance with this requirement.

In certain  circumstances,  owners of variable life  insurance  contracts may be
considered  the owners,  for federal  income tax purposes,  of the assets of the
investment  accounts used to support their  contracts.  In those  circumstances,
income and gains from the  investment  account assets would be includable in the
variable contract owner's gross income.  The IRS has stated in published rulings
that a  variable  contract  owner  will be  considered  the owner of  investment
account assets if the contract owner  possesses  incidents of ownership in those
assets,  such as the ability to exercise investment control over the assets. The
Treasury has also  announced,  in  connection  with the issuance of  regulations
concerning  diversification,  that those  regulations  "do not provide  guidance
concerning

                                       32
<PAGE>

the  circumstances  in which investor control of the investments of a segregated
asset  account  may  cause the  investor  (i.e.,  the  Owner),  rather  than the
insurance  company,  to be treated  as the owner of the assets in the  account."
This  announcement  also  stated  that  guidance  would  be  issued  by  way  of
regulations or rulings on the "extent to which contract holders may direct their
investments to particular investment accounts without being treated as owners of
the underlying assets."

The  ownership  rights under the Policy are similar to, but different in certain
respects from,  those described by the IRS in rulings in which it was determined
that contract owners were not owners of investment  account assets. For example,
an Owner has additional  flexibility in allocating  premium payments and Account
Value.  These differences could result in an Owner being treated as the owner of
a prorata  portion of the assets of the Investment  Accounts.  In addition,  AUL
does not know what  standards will be set forth,  if any, in the  regulations or
rulings  which the  Treasury  has  stated it  expects  to issue.  AUL  therefore
reserves  the right to modify the Policy as  necessary  to attempt to prevent an
Owner from being  considered  the Owner of a prorata  share of the assets of the
Investment Accounts.

The  following  discussion  assumes  that  the  Policy  will  qualify  as a life
insurance contract for federal income tax purposes.

TAX TREATMENT OF POLICY BENEFITS

IN GENERAL.  AUL believes  that the proceeds  and Account  Value  increases of a
Policy  should be  treated  in a manner  consistent  with a  fixed-benefit  life
insurance  contract for federal  income tax  purposes.  Thus,  the Death Benefit
under the Policy should be excludable  from the gross income of the  beneficiary
under Section  101(a)(1) of the Internal Revenue Code.  However,  if you elect a
settlement option for a Death Benefit other than in a lump sum, a portion of the
payment made to you may be taxable.

Depending  on the  circumstances,  the  exchange of a Policy,  a Policy  loan, a
Partial Surrender, a surrender,  a change in ownership,  or an assignment of the
Policy may have federal income tax consequences. In addition, federal, state and
local  transfer,  and other tax  consequences  of ownership or receipt of Policy
proceeds depends on the circumstances of each Owner or beneficiary.

The  Policy  may also be used in various  arrangements,  including  nonqualified
deferred  compensation  or salary  continuation  plans,  split dollar  insurance
plans,  executive bonus plans, retiree medical benefit plans and others. The tax
consequences  of such  plans  may vary  depending  on the  particular  facts and
circumstances   of  each   individual   arrangement.   Therefore,   if  you  are
contemplating  the use of a Policy in any arrangement the value of which depends
in part on its tax  consequences,  you should  consult a  qualified  tax adviser
regarding the tax attributes of the particular arrangement.

Generally,  the Owner  will not be deemed to be in  constructive  receipt of the
Account Value, including increments thereof, until there is a distribution.  The
tax  consequences of  distributions  from, and loans taken from or secured by, a
Policy depend on whether the Policy is classified as a Modified Endowment.  Upon
a complete surrender or lapse of a Policy,  whether or not a Modified Endowment,
the excess of the amount  received plus the amount any of outstanding  loans and
loan interests over the total investment in the Policy will generally be treated
as ordinary income subject to tax.

MODIFIED  ENDOWMENTS.  Section  7702A  establishes  a class  of  life  insurance
Policies  designated as "Modified  Endowment  Contracts."  The rules relating to
whether a Policy will be treated as a Modified  Endowment are extremely  complex
and cannot be adequately  described in the limited confines of this summary.  In
general, a Policy will be a Modified Endowment if the accumulated  premiums paid
at any time during the first seven  Policy Years exceed the sum of the net level
premiums  which  would  have  been paid on or  before  such  time if the  Policy
provided  for paid-up  future  benefits  after the payment of seven level annual
premiums. A Policy may also become a Modified Endowment after a material change.
The  determination  of  whether a Policy  will be a Modified  Endowment  after a
material change generally depends upon the relationship of the Death Benefit and
Account Value at the time of such change and the additional premiums paid in the
seven years following the material change.

It is  expected  that most  Policies  will be  Modified  Endowments.  Due to the
Policy's flexibility,  classification as a Modified Endowment will depend on the
individual  circumstances of each Policy. In view of the foregoing, a current or
prospective  Owner  should  consult  with a tax adviser to  determine  whether a
Policy transaction will cause the Policy to be treated as a Modified Endowment.

Policies  classified as Modified  Endowments  will be subject to the  following:
First, all  distributions,  including  distributions  upon surrender and Partial
Surrender,  from such a Policy are treated as ordinary  income subject to tax up
to the  amount  equal to the excess (if any) of the  Account  Value  immediately
before the distribution  over the investment in the Policy  (described below) at
such time. Second,  loans taken from or secured by such a Policy, are treated as
distributions from the Policy and taxed accordingly. Past due loan interest that
is added to the loan  amount  will be  treated  as a loan.  Third,  a 10 percent
additional  income tax is imposed on the portion of any  distribution  from,  or
loan taken from or secured by,  such a Policy that is included in income  except
where the distribution or loan is made on or after the Owner attains age 59 1/2,
is  attributable  to the Owner's  becoming  disabled,  or is part of a series of
substantially  equal periodic  payments for the life (or life expectancy) of the
Owner or the  joint  lives  (or joint  life  expectancies)  of the Owner and the
Owner's beneficiary.

If a Policy becomes a Modified Endowment after it is issued,  distributions made
during the Policy Year in which it becomes a Modified  Endowment,  distributions
in any  subsequent  Policy Year and  distributions  within two years  before the
Policy  becomes  a  Modified  Endowment  will be  subject  to the tax  treatment
described above. This means

                                       33
<PAGE>

that a distribution  from a Policy that is not a Modified  Endowment could later
become taxable as a distribution from a Modified Endowment.

All Modified  Endowments  that are issued by AUL (or its affiliates) to the same
Owner  during any  calendar  year are  treated  as one  Modified  Endowment  for
purposes of determining  the amount  includable in an Owner's gross income under
Section 72(e) of the Internal Revenue Code.

Distributions  from a Policy  that is not a  Modified  Endowment  are  generally
treated as first recovering the investment in the Policy  (described  below) and
then,  only  after  the  return  of  all  such  investment  in  the  Policy,  as
distributing  taxable  income.  An  exception to this general rule occurs in the
case of a  decrease  in the  Policy's  Death  Benefit or any other  change  that
reduces  benefits  under the  Policy in the first 15 years  after the  Policy is
issued  and that  results in a cash  distribution  to the Owner in order for the
Policy to continue complying with the Section 7702 definitional  limits.  Such a
cash  distribution  will be taxed in whole or in part as ordinary income (to the
extent of any gain in the Policy) under rules prescribed in Section 7702.

Loans from,  or secured by, a Policy  that is not a Modified  Endowment  are not
treated as distributions. Instead, such loans are treated as indebtedness of the
Owner.

Finally,  neither  distributions  (including  distributions  upon surrender) nor
loans from, or secured by, a Policy that is not a Modified Endowment are subject
to the 10 percent additional income tax.

POLICY LOAN  INTEREST.  Generally,  consumer  interest  paid on any loan under a
Policy which is owned by an  individual is not  deductible  for federal or state
income tax  purposes.  The  deduction of other forms of interest  paid on Policy
loans may also be subject to other restrictions under the Internal Revenue Code.
A qualified  tax adviser  should be consulted  before  deducting any Policy loan
interest.

INVESTMENT  IN THE POLICY.  Investment  in the Policy  means:  (1) the aggregate
amount of any premiums or other  consideration paid for a Policy,  minus (2) the
aggregate  amount  received under the Policy which is excluded from gross income
of the Owner  (except that the amount of any loan from,  or secured by, a Policy
that is a Modified  Endowment,  to the extent such amount is excluded from gross
income,  will be disregarded),  plus (3) the amount of any loan from, or secured
by, a Policy  that is a Modified  Endowment  to the extent  that such  amount is
included in the gross income of the Owner.

TAX TREATMENT OF LONG-TERM CARE ACCELERATED  DEATH BENEFIT RIDER. It is intended
that the Long-Term Care  Accelerated  Death Benefit Rider  benefits  provided by
this policy qualify as tax-free  benefits under section  7702B(b) and/or section
101(g) of the Internal  Revenue Code.  Benefit amounts from this policy plus any
per diem long-term care insurance  benefits will be includible in income if they
exceed the limits set in section 7702B(b).

Charges for this rider may be treated as a taxable  distribution from the policy
(and might also be  subject to the 10%  penalty  tax if the Policy is a Modified
Endowment  Contract as discussed  previously).  The Long-Term  Care  Accelerated
Death Benefit Rider may be issued in certain States as a "non-qualified"  rider;
i.e., it would not constitute  qualified  long-term care insurance under section
7702B(b) of the Code.  Tax treatment of  non-qualified  benefits is uncertain at
this time.

The tax  comments  in this  section  reflect  our  understanding  of the current
federal tax laws as they relate to the Long-Term Care Accelerated  Death Benefit
Rider.  Since these laws are subject to interpretation  and change, we recommend
you seek individual advice from your tax advisor.

ESTATE AND GENERATION SKIPPING TAXES

When the Insured dies,  the Death  Benefits will  generally be includable in the
Owner's  estate for  purposes  of federal  estate tax if the  Insured  owned the
Policy.  If the Owner was not the  Insured,  the fair market value of the Policy
would be included in the Owner's estate upon the Owner's death. Nothing would be
includable in the Insured's  estate if he or she neither  retained  incidents of
ownership at death nor had given up ownership within three years before death.

Federal  estate tax is  integrated  with  federal  gift tax under a unified rate
schedule. An unlimited marital deduction may be available for federal estate and
gift tax purposes. The unlimited marital deduction permits the deferral of taxes
until the death of the  surviving  spouse  (when  the  Death  Benefits  would be
available to pay taxes due and other expenses incurred).

If the Owner  (whether or not he or she is the Insured)  transfers  ownership of
the Policy to someone  two or more  generations  younger,  the  transfer  may be
subject to the  generation-skipping  transfer tax with the taxable  amount being
the  value  of the  Policy.  The  generation-skipping  transfer  tax  provisions
generally  apply to transfers  which would be subject to the gift and estate tax
rules.  Because  these  rules are  complex,  the  Owner  should  consult  with a
qualified  tax adviser  for  specific  information  if  ownership  is passing to
younger generations.

LIFE INSURANCE PURCHASED FOR USE IN SPLIT DOLLAR ARRANGEMENTS

On January 26, 1996, the IRS released a technical advice  memorandum  ("TAM") on
the  taxability  of  life  insurance  policies  used  in  certain  split  dollar
arrangements.  A TAM, issued by the National Office of the IRS,  provides advice
as to the internal revenue laws, regulations,  and related statutes with respect
to a specific  set of facts and a specific  taxpayer.  In the TAM,  among  other
things,  the IRS concluded  that an employee was subject to current  taxation on
the excess of the cash  surrender  value of the policy  over the  premiums to be
returned to the employer.  Purchasers of life  insurance  policies to be used in
split dollar  arrangements  are strongly advised to consult with a qualified tax
adviser to determine the tax treatment resulting from such an arrangement.

TAXATION UNDER SECTION 403(B) PLANS

PURCHASE  PAYMENTS.  Under Section 403(b) of the Code,  payments made by certain
employers (i.e., tax-exempt

                                       34
<PAGE>

organizations  meeting the  requirements  of Section  501(c)(3) of the Code,  or
public  educational  institutions) to purchase  Policies for their employees are
excludible  from the gross income of employees to the extent that such aggregate
purchase payments do not exceed certain limitations prescribed by the Code. This
is the case  whether the  purchase  payments  are a result of  voluntary  salary
reduction amounts or employer contributions. Salary reduction payments, however,
subject to FICA (social security) taxes.

TAXATION OF DISTRIBUTIONS.  Distributions from a Section 403(b) Policy are taxed
as ordinary income to the recipient.  Taxable distributions  received before the
employee attains Age 59 1/2 generally are subject to 10% penalty tax in addition
to regular income tax. Certain  distributions are excepted from this penalty tax
including distributions following the employee's death,  disability,  separation
from  service  after  age  55,  separation  from  service  at  any  age  if  the
distribution  is in the form of an annuity for the life (or life  expectancy) of
the employee (or the employee and Beneficiary) and  distributions  not in excess
of deductible  medical  expenses.  In addition,  no  distributions  of voluntary
salary  reduction  amounts made for years after December 31, 1988 (plus earnings
thereon and earnings on Policy Values as of December 31, 1988) will be permitted
prior to one of the following  events:  attainment of age 59 1/2 by the employee
or the  employee's  separation  from  service,  death,  disability  or hardship.
(Hardship  distributions  will be  limited  to the  lesser of the  amount of the
hardship or the amount of salary reduction contributions,  exclusive of earnings
thereon.)

   
Required  Distributions.  At the time of  retirement,  the  Policy  must be: (1)
transferred  to a non-life  insurance  403(b)  contract  which complies with the
distribution  requirements of the Internal Revenue Code; or (2) surrendered;  or
(3)  distributed  and will  continue  in force,  subject  to the  payment of any
required  premium,  and the provisions of the 403(b) policy  endorsement will no
longer apply to the policy.
    

If the  insured  dies after the  commencement  of  payments  under a  settlement
option,  other than an interest option,  any remaining  portion of such interest
will be  distributed  at least as rapidly  as under the  method of  distribution
being used on the date of such death. If the insured dies before commencement of
payments  under a  settlement  option,  or after  payments  commenced  under the
interest  option,  the entire  interest  in the Policy will be  distributed  (1)
within 5 years after such  death,  or (2) as annuity  payments  which will begin
within  one  year of such  death  and  which  will be made  over the life of the
designated  beneficiary (who must be a natural person under this option) or over
a period not extending beyond the life expectancy of that beneficiary.  However,
if the beneficiary is the insured's  surviving spouse,  the surviving spouse may
elect an option with payments extending more than five years after the insured's
death (but not to exceed the beneficiary's  life or life expectancy) at any time
until the later of (1) the end of the calendar  year  following  the year of the
insured's  death, or (2) the end of the calendar year in which the insured would
have attained the age of 70 1/2.

NON-INDIVIDUAL OWNERSHIP OF CONTRACTS

If the  Owner  of a Policy  is an  entity  rather  than an  individual,  the tax
treatment may differ from that described above. Accordingly,  prospective Owners
that are entities should consult a qualified tax advisor.

POSSIBLE CHARGE FOR AUL'S TAXES

At the present time,  AUL makes no charge for any federal,  state or local taxes
(other than the  premium tax charge and federal tax charge)  that it incurs that
may be attributable to the Investment Accounts or to the Policies.  However, AUL
reserves the right to make additional charges for any such tax or other economic
burden  resulting from the  application of the tax laws that it determines to be
properly attributable to the Investment Accounts or to the Policies.

                  OTHER INFORMATION ABOUT THE POLICIES AND AUL

POLICY TERMINATION

The Policy will terminate, and insurance coverage will cease, as of: (1) the end
of the Valuation  Period during which we receive  Proper Notice to surrender the
Policy;  (2) the expiration of a grace period;  or (3) the death of the Insured.
See  "Surrendering  the Policy for Net Cash Value." "Premium Payments to Prevent
Lapse," and "Death Benefit."

RESOLVING MATERIAL CONFLICTS

The Funds presently serve as the investment medium for the Separate Account and,
therefore,  indirectly for the Policies. In addition,  the Funds have advised us
that they are available to registered separate accounts of insurance  companies,
other than AUL, offering variable annuity and variable life insurance policies.

We do not currently  foresee any  disadvantages  to you resulting from the Funds
selling  shares as an  investment  medium for products  other than the Policies.
However, there is a theoretical possibility that a material conflict of interest
may arise between Owners whose Cash Values are allocated to the Separate Account
and the  owners  of  variable  life  insurance  policies  and  variable  annuity
contracts  issued by other  companies  whose values are allocated to one or more
other separate accounts investing in any one of the Funds. Shares of some of the
Funds  may  also be sold to  certain  qualified  pension  and  retirement  plans
qualifying under Section 401 of the Internal Revenue Code. As a result, there is
a possibility that a material conflict may arise between the interests of Owners
or owners of other contracts  (including  contracts issued by other  companies),
and such retirement plans or participants in such retirement plans. In the event
of a material conflict, we will take any necessary steps, including removing the
Separate  Account  from  that  Fund,  to  resolve  the  matter.   The  Board  of
Directors/Trustees  of each Fund will  monitor  events in order to identify  any
material  conflicts that may arise and determine what action,  if any, should be
taken in response to those events or conflicts.

                                       35
<PAGE>

ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS

We reserve the right, subject to applicable law, to make additions to, deletions
from, or  substitutions  for the shares that are held in the Separate Account or
that the  Separate  Account may  purchase.  If the shares of a Portfolio  are no
longer  available for investment or if, in our judgment,  further  investment in
any  Portfolio  should  become  inappropriate  in  view of the  purposes  of the
Separate  Account,  we may redeem the  shares,  if any,  of that  Portfolio  and
substitute shares of another registered open-end management  investment company.
We will not  substitute  any shares  attributable  to a Policy's  interest in an
Investment  Account  of the  Separate  Account  without  notice to you and prior
approval of the SEC and state insurance  authorities,  to the extent required by
the 1940 Act or other applicable law.

We also reserve the right to  establish  additional  Investment  Accounts of the
Separate  Account,  each of which  would  invest  in shares  corresponding  to a
Portfolio  of a Fund  or in  shares  of  another  investment  company  having  a
specified  investment  objective.  Any  new  Investment  Accounts  may  be  made
available  to existing  Owners on a basis to be  determined  by AUL.  Subject to
applicable  law and any required SEC approval,  we may, in our sole  discretion,
eliminate one or more Investment Accounts if marketing needs, tax considerations
or investment conditions warrant.

If any of these  substitutions  or  changes  are made,  we may,  by  appropriate
endorsement, change the Policy to reflect the substitution or change.

If we deem it to be in the best  interests of persons having voting rights under
the Policies  (subject to any approvals  that may be required  under  applicable
law), the Separate  Account may be operated as a management  investment  company
under the 1940 Act, it may be deregistered  under that Act if registration is no
longer required, or it may be combined with other AUL separate accounts.

VOTING RIGHTS

AUL is the legal owner of the shares of the  Portfolios  held by the  Investment
Accounts  of the  Separate  Account.  In  accordance  with its  view of  present
applicable  law, AUL will exercise  voting rights  attributable to the shares of
each  Portfolio  held in the  Investment  Accounts  at any  regular  and special
meetings of the  shareholders  of the Funds or Portfolios  on matters  requiring
shareholder  voting under the 1940 Act. AUL will  exercise  these voting  rights
based on  instructions  received  from  persons  having the voting  interest  in
corresponding  Investment  Accounts of the Separate  Account and consistent with
any requirements  imposed on AUL under contracts with any of the Funds, or under
applicable law. However, if the 1940 Act or any regulations thereunder should be
amended, or if the present interpretation thereof should change, and as a result
AUL determines  that it is permitted to vote the shares of the Portfolios in its
own right, it may elect to do so.

The person having the voting  interest  under a Policy is the Owner.  AUL or the
pertinent  Fund shall send to each Owner a Fund's proxy  materials  and forms of
instruction  by  means  of  which  instructions  may be  given  to AUL on how to
exercise voting rights attributable to the Portfolio's shares.

Unless otherwise  required by applicable law or under a contract with any of the
Funds, with respect to each of the Portfolios, the number of Portfolio shares as
to which voting  instructions  may be given to AUL is determined by dividing the
value of all of the Accumulation  Units of the corresponding  Investment Account
attributable  to a Policy on a particular  date by the net asset value per share
of that  Portfolio as of the same date.  Fractional  votes will be counted.  The
number of votes as to which voting  instructions may be given will be determined
as of the date  coincident  with the date  established by a Fund for determining
shareholders  eligible  to vote at the  meeting  of the  Fund or  Portfolio.  If
required by the SEC or under a contract with any of the Funds,  AUL reserves the
right to determine in a different fashion the voting rights  attributable to the
shares of the Portfolio. Voting instructions may be cast in person or by proxy.

Voting  rights   attributable  to  the  Policies  for  which  no  timely  voting
instructions  are received  will be voted by AUL in the same  proportion  as the
voting  instructions  which are  received  in a timely  manner for all  Policies
participating in that Investment Account. AUL will vote shares of any Investment
Account, if any, that it owns beneficially in its own discretion, except that if
a Fund offers its shares to any insurance  company  separate  account that funds
variable  annuity  contracts  or if  otherwise  required  by  applicable  law or
contract,  AUL will vote its own  shares in the same  proportion  as the  voting
instructions  that are received in timely manner for Policies  participating  in
the Investment Account.

Neither  the  Separate  Account  nor AUL is under any duty to  inquire as to the
instructions  received  or the  authority  of Owners or others to  instruct  the
voting of shares of any of the Portfolios.

If  required  by state  insurance  officials,  AUL may  disregard  Owner  voting
instructions  if such  instructions  would  require  shares to be voted so as to
cause a change in  sub-classification or investment objectives of one or more of
the Portfolios, or to approve or disapprove an investment advisory agreement. In
addition, AUL may under certain circumstances disregard voting instructions that
would require changes in the investment  advisory contract or investment adviser
of one or more of the  Portfolios,  provided that AUL reasonably  disapproves of
such changes in accordance  with  applicable  federal  regulations.  If AUL ever
disregards voting instructions, Owners will be advised of that action and of the
reasons for such action in the next semiannual report. Finally, AUL reserves the
right to  modify  the  manner in which  the  weight to be given to  pass-through
voting instructions is calculated when such a change is necessary to comply with
current federal regulations or the current interpretation thereof.

SALE OF THE POLICIES

The Policies will be offered to the public on a continuous  basis, and we do not
anticipate  discontinuing the offering of the Policies.  However, we reserve the
right to discontinue the

                                       36
<PAGE>

offering.  Applications  for Policies are solicited by  representatives  who are
licensed by applicable  state  insurance  authorities  to sell our variable life
contracts and who are also registered  representatives of AUL. AUL is registered
with the SEC under the Securities Exchange Act of 1934 as a broker-dealer and is
a member of the National Association of Securities Dealers, Inc.

AUL acts as the  "principal  underwriter,"  as defined  in the 1940 Act,  of the
Policies for the  Separate  Account.  We are not  obligated to sell any specific
number of Policies.

Registered  representatives  may be paid  commissions  on  Policies  they  sell.
Representatives   will   generally   be   paid  4%  of  the   initial   premium.
Representatives  will  generally be paid 4% of the initial  premium.  Additional
commissions may be paid in certain circumstances. Other allowances and overrides
also may be paid.

AUL DIRECTORS AND EXECUTIVE OFFICERS

   
The  following  table sets forth the name and principal  occupations  during the
past  ten  years of each of  AUL's  directors  and  executive  officers.  Unless
otherwise  indicated,  the address of each of the following  individuals  is One
American  Square,  P.O.  Box  368,  Indianapolis,  Indiana  46206-0368,  and the
indicated position is with AUL.
    


<PAGE>

<TABLE>
<S>                                                        <C>  

   
Name                                                        Principal Occupation During Past Ten Years
    

   
Jerry D. Semler                                             President and Chief Operating Officer, 1980-1989;
                                                            President & Chief Exec. Officer, 1989-8/91; Chairman of
                                                            the Board, Pres. & CEO, 9/91-present; Chairman of the AUL 
                                                            Acquisition Committee; Mental Health Board, State of Indiana, 
                                                            10/87-10/91; Dir. Jenn Foundation Board, 5/92-present; IWC Resources 
                                                            Corp., 4/96-present
    

John H. Barbre                                              Sr. Vice Pres., Individual Div., 5/80-present


   
John R. Barton                                              Sr. Vice Pres., Group Life & Health Div., 1/99-present; VP Group 
                                                            Operations, WAUSAU Insurance Co., 5/98-1/99; Consultant, Heron 
                                                            Managment Group, 4/97-5/98; President & CEO, The Epoch Group, L.C.,
                                                            1/96-4/97; President BMA-Select HMO, Sr. VP Employment, Business
                                                            Mens Insurance Co. of America, 1/89-1/94
    

William R. Brown                                            General Counsel & Secretary, 1/85-present; Dir., Health &
                                                            Hospital Corp. of Marion County Board, 1/84-1/92; Member,
                                                            Metro Development Com. of Indpls., 1/92-10/93; Dir.,
                                                            NOLHGA Board, 1/95-present

Charles D. Lineback                                         Sr. Vice Pres., Reinsurance Div., 12/87-present

James W. Murphy                                             Sr. Vice Pres., Corporate Finance, 8/69-present

Jerry L. Plummer                                            Sr. Vice Pres., Human Resources, 1/93-present; V.P. Human
                                                            Res., 1/81-1/93

R. Stephen Radcliffe                                        Executive Vice Pres., 8/94-present; Sr. V.P., Chief
                                                            Actuary, 5/83-8/94; Director, 2/91-present

G. David Sapp                                               Sr. Vice Pres., Investments, 1/92-present; V.P.,
                                                            Securities, 8/75-1/92

William T. Tindall                                          Sr. Vice Pres., Pension Div., 8/97-present; Sr. Vice
                                                            Pres., Massachusetts Mutual Life Insurance Co.,
                                                            1993-1997; Vice Pres., Pension Marketing, Massachusetts
                                                            Mutual Life Insurance Co., 1987-1993.

       

Catherine B. Husman                                         V.P. and Chief Actuary, 7/97-present; V.P. and Corporate
                                                            Actuary, 1/84-7/97

Scott A. Kincaid                                            Sr. V.P. & Chief Information Officer, 1/95-present; V.P. Data
                                                            Center, 9/91-1/95; Asst. V.P. Data Center, 8/83-9/91

   
Steven C. Beering, M.D.                                     Director, 2/90-present; Director, NIPSCO Industries, Inc.
575 McCormick Rd.                                           2/86-present; Director, Arvin Industries, Inc.,
West Lafayette, IN 47906                                    11/83-present; Director, Eli Lilly, 4/83-present;
                                                            President, Purdue University, 2/83-present; Director,
                                                            Guidant Corp., 12/94-8/95; Dir., State Life Ins. Co.,
                                                            11/94-present
    

Arthur L. Bryant                                            Director, 11/94-present; President, The State Life
11817 Sand Dollar Ct.                                       Insurance Company, 9/83-present; Chairman of Board, The
Indianapolis, IN 46256                                      State Life Ins., 2/85-11/94

                                       37
<PAGE>

   
Name                                                        Principal Occupation During Past Ten Years
    

James M. Cornelius                                          Director, 2/96-present; V.P. & CEO, Eli Lilly & Co.,
1055 Park Place                                             1/83-1995; Chairman, Guidant Corp., 10/95-present; Dir.
Zionsville, IN 46077                                        State Life Ins. Co., 11/94-present, Dir., National Bank
                                                            of Indpls., 11/93-present; Dir. Lilly Industries, Inc.,
                                                            4/96-present

James A. Dora                                               Director, 2/89-present; Chairman/CEO and Owner, General
5121 Green Braes, E. Dr.                                    Hotels Corp., 1/90-present; President and Owner, General
Indianapolis, IN 46234                                      Hotels Corp., 1967-1989; Dir., Indiana National Bank,
                                                            4/83-10/93; Dir., NBD Bank, N.A. (formerly Indiana
                                                            National Bank), 10/93-present; Dir., State Life,
                                                            11/94-present

Otto N. Frenzel                                             Director, 2/71-present (Chairman of Audit Comm.);
11330 Templin Rd.                                           Chairman, Executive Comm., National City Bank Indiana,
Zionsville, IN 46077                                        1/96-present; Chrmn. National City Bank Indiana,
                                                            10/92-1/96; Dir., National City Corp., 10/92-present;
                                                            Chairman, Merchants National Corp., 4/79-1/93; Vice
                                                            Chrmn, Merchants National Bank & Trust Co. of Indpls.,
                                                            4/86-10/92; Director, Indpls. Water Co., 4/63-present;
                                                            Dir., Indiana Gas Co., Inc. 1/67-present; Dir. Indpls.
                                                            Power & Light Corp. 4/77-present; Dir. Baldwin & Lyons,
                                                            Inc., 5/79-present; Dir. IPALCO Enterprises, Inc.,
                                                            9/83-present; Dir., IWC Resources Corp., 3/86-present;
                                                            Dir. Indiana Energy, Inc., 10/85-present; Dir., State
                                                            Life Ins. Co., 11/94-present

David W. Goodrich                                           Director, 2/95-present; Exec. Vice Pres., F.C. Tucker
6060 Sunset Ln.                                             Co., 1/86-present; Chrmn., Methodist Hosp. of Indiana
Indianapolis, IN 46228                                      1/93-6/96; Director, The State Life Ins. Co.,
                                                            7/90-present; Director, Irwin Financial Corp.,
                                                            1/88-present; Director, Citizens Gas & Coke Utility,
                                                            9/94-present; Vice Chairman, Clarian Health Partners,
                                                            6/96-present

William P. Johnson                                          Director, 7/78-present; Chairman of the Board & CEO,
19448 Rio Verde Dr.                                         Goshen Rubber Co., 7/91-present, Pres. & Treas., Goshen
Goshen, IN 46526                                            Rubber Co., 9/76-7/91; Pres. & Dir., GNC Corp.,
                                                            9/76-7/91; Pres. & Dir., GSH Corp., 7/91-present; Pres. &
                                                            Dir. GRN Corp., 9/76-7/91; Chrmn., GRN Corp.,
                                                            7/91-present; Pres. & Dir., Goshen Rubber of Canada,
                                                            Ltd., 9/76-7/91; Chrmn., Goshen Rubber of Canada, Ltd.,
                                                            7/91-present; Dir., Society Bank Ind. (formerly Trustcorp
                                                            Inc.) Co. Bend, IN, 2/88-12/95; Member of Advisory Comm.,
                                                            Society Bank Ind. Goshen, IN, 2/88-12/95; Dir., Coachman
                                                            Industries, 1978-present; Chrmn. & CEO, Syracuse Rubber
                                                            Co., 1981-present; Chrmn. & CEO, Bond-Flex Rubber Co.,
                                                            4/86-present; Dir., Peetro Go, Inc., 4/86-5/96; Dir.,
                                                            Flair Inc., 3/86-present; Dir., Lightfoot Enterprises,
                                                            4/86-present; Chrmn., Palmer Plastics, 10/87-present;
                                                            Chrmn., Dayton Polymrics, 10/89-present; Chrmn. GR
                                                            Plastics, 10/89-present; Chrmn. & CEO, ETI Inc.,
                                                            9/92-present; Chrmn. & CEO, GKI Inc., 7/91-present;
                                                            Chrmn. & CEO, Prolon, Inc., 10/92-present; Chrmn. & CEO,
                                                            Yeasel, Inc., 1/90-present; Chrmn. & CEO, Bower Mfg.,
                                                            7/91-present; Dir., State Life Ins. Co., 11/94-present

   
James T. Morris                                             Director, 2/87-present (Chairman of the Salary and Nominiating Comm.);  
8191 N. Pennsylvania                                        Chairman & CEO, Indianapolis Water Co., 1/92-present; 
Indianapolis, IN 46240                                      Pres., Indianapolis Water Co., 1/89-1/92; Pres., Chrmn. & CEO, 
                                                            IWC Resources Corp., 1/89-present; Director, MSA  Realty Corp., 
                                                            11/84-9/94; Dir., National City Bank Corp., 7/89-present; Advisor,
                                                            Logo 7, Inc., 9/90-12/91; Dir., Paul Harris,
                                                            12/96-present; Dir., State Life Ins. Co., 11/94-present
    

Thomas E. Reilly, Jr.                                       Director, 2/90-present; Chairman, Reilly Industries,
8877 Pickwick Dr.                                           Inc., 1/90-present; President, Reilly Indus., 1963-1/90;
Indianapolis, IN 46260                                      Director, Lilly Indus. Inc., 4/81-present; Director, INB
                                                            National Bank, 4/84-10/93; Dir. NBD Indiana, subsid. of
                                                            NBD Bancorp, 4/84-1994; Dir., NBD Bancorp, 3/94-2/95;
                                                            Dir., First Chicago NBD Corp., 2/95-present; Dir., Herff
                                                            Jones Corp., 10/95-present; Dir., State Life Ins. Co.,
                                                            11/94-present

William R. Riggs                                            Director, 2/92-present; Attorney (Partner), Ice Miller
7614 Silver Pine Ct.                                        Donadio & Ryan, 6/63-present; Dir., State Life Ins. Co.,
Indianapolis, IN 46250                                      11/94-present

                                       38
<PAGE>

   
Name                                                        Principal Occupation During Past Ten Years
    

Yvonne H. Shaheen                                           Director, 8/93-present; Utility Pres., & CEO, Bright
11808 Rolling Springs Dr.                                   Sheet Metal, 2/87-1/95; Pres. & CEO, Long Elec. Co.,
Carmel, IN 46032                                            2/87-present; Dir., Corporate Community Council,
                                                            1/93-1/95; Director, Community Hospital Foundation,
                                                            1/92-2/96; Dir., Junior Achievement, 4/90-present; Dir.,
                                                            National Elec. Contractors Assoc., 1/91-present; Dir.,
                                                            Indianapolis Chamber of Commerce, 1/90-present; Dir.,
                                                            Greater Indianapolis Progress Committee, 12/88-present;
                                                            Dir., Boy Scouts of America, 10/91-present, Director,
                                                            State Life Ins. Co., 11/94-present

John C. Scully                                              Director, 11/97-present; President and CEO, LIMRA International
2636 Ocean Dr., # 505                                       (6/92-11/97); Director, State Life Ins. Co.
Vero Beach, Florida

Frank D. Walker                                             Director, 11/94-present; Chairman of the Board & CEO,
3613 Bay Rd. N. Dr.                                         Walker Information, Inc., 6/60-present; Managing Partner,
Indianapolis, IN 46240                                      W.R. Properties, 6/84-present; Dir., Citizens Gas & Coke
                                                            Utility, 10/87-present; Dir., NBD Bank N.A. Indiana,
                                                            4/88-present; Advisor, Wild Birds Unlimited, Inc.,
</TABLE>

STATE REGULATION

AUL is subject to  regulation  by the  Department  of  Insurance of the State of
Indiana,  which periodically  examines the financial condition and operations of
AUL.  AUL  is  also  subject  to  the  insurance  laws  and  regulations  of all
jurisdictions  where it does business.  The Policy  described in this Prospectus
has been filed with and, where  required,  approved by,  insurance  officials in
those jurisdictions where it is sold.

AUL is required to submit annual statements of operations,  including  financial
statements,  to the insurance  departments of the various jurisdictions where it
does business to determine  solvency and compliance  with  applicable  insurance
laws and regulations.

ADDITIONAL INFORMATION

A  registration  statement  under the Securities Act of 1933 has been filed with
the SEC relating to the offering  described in this Prospectus.  This Prospectus
does not include all the  information set forth in the  registration  statement.
The  omitted  information  may be  obtained  at the  SEC's  principal  office in
Washington, D.C. by paying the SEC's prescribed fees.

   
INDEPENDENT ACCOUNTANTS

The  consolidated  balance  sheets for AUL at December  31, 1998 and the related
consolidated  statements of income,  stockholders' equity and cash flows for the
year  ended   December  31,  1998,   appearing   herein  have  been  audited  by
PricewaterhouseCoopers  LLP,  independent  accountants,  as set  forth  in their
report thereon appearing  elsewhere herein,  and are included herein in reliance
upon such report given upon the  authority of such firm as experts in accounting
and auditing.
    

Actuarial  matters  included in this prospectus have been examined by Stephen J.
Pearson,  FSA, MAAA, Assistant Vice President and Individual Product Actuary, of
AUL.

LITIGATION

The Separate Account is not a party to any litigation. Its depositor, AUL, as an
insurance company,  ordinarily is involved in litigation.  AUL is of the opinion
that, at present, such litigation is not material to the Owners of the Policies.

LEGAL MATTERS

Dechert  Price & Rhoads of  Washington,  D.C.  has  provided  advice on  certain
matters  relating  to the  federal  securities  laws.  Matters  of  Indiana  law
pertaining to the Policies,  including AUL's right to issue the Policies and its
qualification to do so under applicable laws and regulations  issued thereunder,
have been passed upon by Richard A. Wacker, Associate General Counsel of AUL.

   
                         YEAR 2000 READINESS DISCLOSURE

In recent years,  the Year 2000 problem has received  extensive  publicity.  The
problem  arises  because most  computer  systems and programs  were written with
dates  expressed  as a 2 digit  code.  Unless  steps are taken many  systems may
interpret the year "2000" as "1900," and date-related  computations either would
not be processed or would be processed  incorrectly.  This could have a material
and  adverse  effect  on  financial  institutions  such as banks  and  insurance
companies like AUL. To prevent this, AUL began assessing the potential impact in
early 1996 and adopted a detailed  written work plan in June,  1997 to deal with
Year 2000 issues.

Due to the complexity of this issue and the  ever-increasing  interrelationships
of computer systems in the United States it would be extremely difficult for any
company to state that it has or will achieve  complete  Year 2000  compliance or
guarantee  that its systems  will not be affected in any way on January 1, 2000.
However,  AUL currently believes that all critical computer systems and software
(those systems or software which would cause great  disruption to the Company if
they  were  inoperable  for any  length  of time  or if  they  were to  generate
erroneous data) are, as of April 1, 1999, Year 2000 compliant.  Although AUL has
no reason to  believe  that  these  steps  will not be  sufficient  to avoid any
material adverse impact from Year 2000 issues and is addressing Year 2000 issues
by using both internal staff and external consultants, by replacing or upgrading
hardware,  operating systems and application  software,  by remediating  current
application

                                       39
<PAGE>

software and by testing software and hardware in future dated  scenarios,  there
can be no assurance  that the Company's  efforts will be sufficient to avoid any
adverse  impact.  The total effort for all  activities to make AUL systems ready
for the year 2000 is currently  expected to amount to more than 250 person years
of  labor  at a cost of  approximately  $19,000,000  which  has  been or will be
expensed against current  operating  funds. As of December 1998,  $13,000,000 of
this cost was already incurred.

     As a part of its plan,  the  company  has  surveyed  its  primary  business
partners to be sure that they have taken steps to address Year 2000 issues.  AUL
will continue to monitor the status of all business partners' Year 2000 efforts.
Additionally,  a contingency  planning  effort is underway to identify  means by
which the risk  associated with potential  internal or external  failures can be
reduced. Year 2000 contingency planning also includes development of a mechanism
to identify and respond to problems that could develop and to define steps to be
taken should problems arise.
    

FINANCIAL STATEMENTS

   
AUL's  financial  statements  as of  December  31,  1998,  are  included in this
Prospectus.  The  financial  statements  of AUL  should  be  distinguished  from
financial  statements of the Separate  Account and should be considered  only as
bearing upon AUL's  ability to meet its  obligations  under the  Policies.  They
should not be considered as bearing on the investment  performance of the assets
held in the Separate  Account.  

    
                      REPORT OF INDEPENDENT ACCOUNTANTS

   


To the Board of Directors
American United Life Insurance Company(R)
Indianapolis, Indiana

In our opinion, the accompanying combined balance sheet and the related combined
statements of operations, policyholders' surplus, and cash flows present fairly,
in all  material  respects,  the  financial  position  of  American  United Life
Insurance  Company(R)  and affiliates  (the  "Company") at December 31, 1998 and
1997,  and the results of their  operations  and their cash flows for years then
ended,  in conformity  with  generally  accepted  accounting  principles.  These
financial  statements are the  responsibility of the Company's  management;  our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with  generally  accepted  auditing  standards  which  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion  expressed
above.

/s/ PricewaterhouseCoopers LLP


Indianapolis, Indiana
February 26, 1999

<TABLE>
<CAPTION>
                                       40
<PAGE>

Combined Balance Sheet
December 31                                                            1998     (in millions)       1997
- --------------------------------------------------------------------------------------------------------
Assets                                                                
<S>                                                                  <C>                       <C>    

Investments:
         Fixed Maturities:
                  Available for sale at fair value                  $  1,695.4                 $ 1,653.8
                  Held to maturity at amortized cost                   2,536.2                   2,902.2
         Equity securities at fair value                                  75.1                      18.6
         Mortgage loans                                                1,128.5                   1,120.4
         Real estate                                                      46.6                      52.1
         Policy loans                                                    144.4                     143.1
         Short term and other invested assets                             64.9                     102.0
         Cash and cash equivalents                                        95.7                      41.2
- --------------------------------------------------------------------------------------------------------
                  Total investments                                    5,786.8                   6,033.4
- --------------------------------------------------------------------------------------------------------
Accrued investment income                                                 73.0                      79.3
Reinsurance receivables                                                  290.6                     244.3
Deferred acquisition costs                                               451.7                     421.2
Property and equipment                                                    56.8                      55.5
Insurance premiums in course of collection                                66.7                      72.9
Other assets                                                              16.1                      17.2
Assets held in separate accounts                                       2,594.6                   1,674.0
- --------------------------------------------------------------------------------------------------------
                  Total assets                                        $9,336.3                  $8,597.8
- --------------------------------------------------------------------------------------------------------
Liabilities and policyholders' surplus
Liabilities
         Policy reserves                                              $5,339.1                  $5,642.9
         Other policyholder funds                                        203.9                     177.1
         Pending policyholder claims                                     209.2                     164.3
         Surplus notes                                                    75.0                      75.0
         Other liabilities and accrued expenses                          180.4                     199.9
         Liabilities related to separate accounts                      2,594.6                   1,674.0
- --------------------------------------------------------------------------------------------------------
                  Total liabilities                                    8,602.2                   7,933.2
- --------------------------------------------------------------------------------------------------------
Unrealized appreciation of securities,
         net of deferred income tax                                       39.5                      36.5
Policyholders' surplus                                                   694.6                     628.1
- --------------------------------------------------------------------------------------------------------
                  Total policyholders' surplus                           734.1                     664.6
- --------------------------------------------------------------------------------------------------------
                  Total liabilities and policyholders' surplus        $9,336.3                  $8,597.8
- --------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of the financial statements.

                                       41
<PAGE>


Combined Statement of Policyholders' Surplus
Policyholders' surplus at beginning of year                             $664.6                    $572.8
Net income                                                                66.5                      74.3
Change in unrealized appreciation (depreciation)
         of securities, net                                                3.0                      17.5
- --------------------------------------------------------------------------------------------------------
Policyholders' surplus at end of year                                   $734.1                    $664.6
- --------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Combined Statement of Operations
Year ended December 31                                                  1998     (in millions)      1997
- --------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                      <C>    
Revenues:
Insurance premiums and other considerations                             $478.5                    $413.9
Policy and contract charges                                               87.7                      69.3
Net investment income                                                    452.1                     469.5
Realized investment gains                                                 15.8                      13.7
Other income                                                               8.9                       5.9
- --------------------------------------------------------------------------------------------------------
Total revenues                                                         1,043.0                     972.3
- --------------------------------------------------------------------------------------------------------
Benefits and expenses:
Policy benefits                                                         $462.4                    $386.2
Interest expense on annuities and financial products                     231.9                     257.3
Underwriting, acquisition and insurance expenses                         157.8                     131.2
Amortization of deferred acquisition costs                                59.7                      53.2
Dividends to policyholders                                                26.4                      25.0
Interest expense on surplus notes                                          5.8                       5.8
Other operating expenses                                                  10.2                       9.5
- --------------------------------------------------------------------------------------------------------
Total benefits and expenses                                              954.2                     868.2
- --------------------------------------------------------------------------------------------------------
Income before income tax expense                                          88.8                     104.1
Income tax expense                                                        22.3                      29.8
- --------------------------------------------------------------------------------------------------------
Net income                                                             $  66.5                   $  74.3
- --------------------------------------------------------------------------------------------------------
</TABLE>

                                       42
<PAGE>
<TABLE>
<CAPTION>

Combined Statement of Cash Flows
Year ended December 31                                                  1998     (in millions)      1997
- --------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
- --------------------------------------------------------------------------------------------------------
<S>                                                                 <C>                       <C>    
Net Income                                                          $     66.5                $     74.3

Adjustments to reconcile net income to net cash
provided by operating activities:
Amortization of deferred acquisition costs                                59.7                      53.2
Depreciation                                                              11.2                      10.1
Deferred taxes                                                             8.1                       7.3
Realized investment gains                                                (15.8)                    (13.7)
Policy acquisition costs capitalized                                     (94.2)                    (90.8)
Interest credited to deposit liabilities                                 225.7                     252.1
Fees charged to deposit liabilities                                      (32.7)                    (32.9)
Amortization and accrual of investment income                            (10.8)                     (8.2)
Increase in insurance liabilities                                        169.6                     140.2
Increase in noninvested assets                                           (45.5)                    (66.3)
Increase in other liabilities                                             (1.8)                     35.1
- --------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                340.0                     360.4
- --------------------------------------------------------------------------------------------------------
Cash flows from investing activities:

Purchases:

Fixed maturities, Held to Maturity                                       (18.7)                   (120.8)
Fixed maturities, Available for Sale                                    (473.8)                   (348.3)
Equity securities                                                        (63.7)                     (9.4)
Mortgage loans                                                          (183.2)                   (155.4)
Real estate                                                               (4.9)                     (1.9)
Short term and other invested assets                                      (2.7)                    (43.3)

Proceeds from sales, calls or maturities:

Fixed maturities, Held to Maturity                                       388.9                     241.2
Fixed maturities, Available for Sale                                     461.6                     335.1
Equity securities                                                          8.1                       7.2
Mortgage loans                                                           179.2                     149.7
Real estate                                                                4.0                       4.3
Short term and other invested assets                                      39.9                       1.6
- --------------------------------------------------------------------------------------------------------
Net cash provided by investing activities                                334.7                      60.0
- --------------------------------------------------------------------------------------------------------
Cash flows from financing activities:

Deposits to insurance liabilities                                        846.6                     713.6
Withdrawals from insurance liabilities                                (1,467.0)                 (1,112.5)
Other                                                                       .2                       (.5)
- --------------------------------------------------------------------------------------------------------
Net cash used by financing activities                                   (620.2)                   (399.4)
- --------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents                                 54.5                      21.0
- --------------------------------------------------------------------------------------------------------
Cash and cash equivalents beginning of year                               41.2                      20.2
- --------------------------------------------------------------------------------------------------------
Cash and cash equivalents end of year                               $     95.7                $     41.2
- --------------------------------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

                                       43
<PAGE>

Notes to Financial Statements

1. Significant Accounting Policies
- ----------------------------------

Nature of Operations and Basis of Presentation

American United Life Insurance Company(R) (AUL) is an  Indiana-domiciled  mutual
life insurance company with headquarters in Indianapolis.  AUL is licensed to do
business  in 48  states  and  the  District  of  Columbia  and is an  authorized
reinsurer in all states. AUL offers individual life and annuity products through
its career agent  distribution  system.  AUL's qualified group retirement plans,
tax deferred annuities and other non-medical group products are marketed through
independent agents and brokers, as well as career agents who are supported by 37
regional  sales  offices  located  throughout  the  country.   Life  and  pooled
reinsurance  is marketed  directly to other  insurance  companies.  In 1998, AUL
International  began operations to develop  reinsurance  partners in Central and
South America. The combined Company financial statements include the accounts of
AUL and its affiliate,  The State Life Insurance  Company (State Life),  and its
subsidiary, Equity Sales Corporation. Significant intercompany transactions have
been excluded.

The  accompanying  financial  statements  have been prepared in accordance  with
generally  accepted  accounting  principles  (GAAP).  AUL and  State  Life  file
separate financial  statements with insurance  regulatory  authorities which are
prepared on the basis of statutory  accounting practices which are significantly
different  from financial  statements  prepared in accordance  with GAAP.  These
differences are described in detail in Note 9 - Statutory Information.

The  preparation  of  financial  statements  in  conformity  with GAAP  requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses  during the reporting  period.  Actual  results
could differ from those estimates.

Investments 
- ------------ 

Fixed maturity securities which may be sold to meet liquidity and other needs of
the Company are  categorized as available for sale and are stated at fair value.
Fixed maturity  securities which the Company has the positive intent and ability
to hold to  maturity  are  categorized  as  held-to-maturity  and are  stated at
amortized cost.  Equity  securities are stated at fair value.  Mortgage loans on
real estate are  carried at  amortized  cost less an  impairment  allowance  for
estimated uncollectible amounts. Real estate is reported at cost less allowances
for  depreciation.  Depreciation is provided  (straight line) over the estimated
useful lives of the related assets. Investment real estate is net of accumulated
depreciation  of $31.7  million  at  December  31,  1998 and 1997.  Depreciation
expense for investment real estate amounted to $2.4 million and $2.5 million for
1998 and 1997,  respectively.  Policy loans are carried at their unpaid balance.
Other  invested  assets  are  reported  at cost  plus the  Company's  equity  in
undistributed  net equity  since  acquisition.  Short term  investments  include
investments  with  maturities  of one-year or less and are carried at cost which
approximates market. Short term certificates of deposit and savings certificates
are  considered to be cash  equivalents.  The carrying  amount for cash and cash
equivalents approximates market.

Realized  gains and losses on sale or  maturity  of  investments  are based upon
specific  identification  of the  investments  sold and do not  include  amounts
allocable to separate accounts.  At the time a decline in value of an investment
is determined to be other than temporary, a provision for loss is recorded which
is included  in  realized  investment  gains and  losses.  Unrealized  gains and
losses, resulting from carrying available-for-sale securities at fair value, are
reported in policyholders' surplus, net of deferred taxes.

Deferred Policy Acquisition Costs
- ---------------------------------

Those costs of acquiring new business, which vary with and are primarily related
to the  production of new  business,  have been deferred to the extent that such
costs are deemed recoverable.  Such costs include commissions,  certain costs of
policy underwriting and issue and certain variable agency expenses.  These costs
are amortized with interest as follows:

     For  participating  whole life  insurance  products,  over the lesser of 30
     years or the  lifetime of the policy in  relation  to the present  value of
     estimated   gross  margins  from  expenses,   investments   and  mortality,
     discounted using the expected investment yield.

     For universal life-type policies and investment contracts,  over the lesser
     of the lifetime of the policy or 30 years for life policies or 20 years for
     other policies in relation to the present value of estimated  gross profits
     from  surrender  charges and  investment,  mortality  and expense  margins,
     discounted using the interest rate credited to the policy.

     For term life insurance  products and life reinsurance  policies,  over the
     lesser of the benefit period or 30 years for term life or 20 years for life
     reinsurance policies in relation to the ratio of anticipated annual premium
     revenue  to  the  anticipated   total  premium  revenue,   using  the  same
     assumptions used in calculating policy benefits.

     For  miscellaneous  group life and  individual  and group health  policies,
     straight line over the expected life of the policy.

     For credit  insurance  policies,  the deferred  acquisition cost balance is
     primarily equal to the unearned premium reserve  multiplied by the ratio of
     deferrable commissions to premiums written.

Recoverability of the unamortized  balance of deferred policy  acquisition costs
is evaluated regularly. For universal life-type contracts,  investment contracts
and participating whole life policies, the accumulated  amortization is adjusted
(increased or decreased)  whenever  there is a material  change in the estimated
gross profits or gross margins  expected over the life of a block of business in
order to maintain a constant  relationship  between cumulative  amortization and
the present value of gross profits or gross margins.  For most other  contracts,
the  unamortized  asset  balance is reduced by a charge to income  only when the
present  value of future  cash  flows,  net of the  policy  liabilities,  is not
sufficient to cover such asset balance.

                                       44
<PAGE>

Notes to Financial Statements

Assets Held in Separate Accounts
- --------------------------------

Separate  accounts  are  funds on which  investment  income  and gains or losses
accrue  directly to certain  policies,  primarily  variable  annuity  contracts,
equity-based  pension  and profit  sharing  plans and  variable  universal  life
policies. The assets of these accounts are legally segregated, and are valued at
fair  value.  The  related  liabilities  are  recorded  at amounts  equal to the
underlying  assets;  the  fair  value  of  these  liabilities  is equal to their
carrying amount.

Property and Equipment
- ----------------------

Property and  equipment  includes real estate owned and occupied by the Company.
Property and equipment is carried at cost,  net of accumulated  depreciation  of
$47.1 million and $41.6 million as of December 31, 1998 and 1997,  respectively.
The Company  provides  for  depreciation  of property  and  equipment  using the
straight-line  method over its estimated useful life.  Depreciation  expense for
1998 and 1997 was $8.8 million and $7.6 million, respectively.

Premium Revenue and Benefits to Policyholders
- ---------------------------------------------

The premiums and benefits for whole life and term insurance products and certain
annuities  with  life   contingencies   (immediate   annuities)  are  fixed  and
guaranteed.  Such  premiums are  recognized as premium  revenue when due.  Group
insurance  premiums are  recognized  as premium  revenue over the time period to
which the premiums  relate.  Benefits and  expenses are  associated  with earned
premiums  so as to  result  in  recognition  of  profits  over  the  life of the
contracts.  This  association  is  accomplished  by means of the  provision  for
liabilities for future policy  benefits and the  amortization of deferred policy
acquisition costs.

Universal  life policies and  investment  contracts are policies with terms that
are not fixed and guaranteed. The terms that may be changed could include one or
more of the amounts assessed the policyholder, premiums paid by the policyholder
or  interest  accrued to  policyholder  balances.  The  amounts  collected  from
policyholders  for  these  policies  are  considered  deposits,   and  only  the
deductions during the period for cost of insurance,  policy  administration  and
surrenders are included in revenue.  Policy benefits and claims that are charged
to expense include interest credited to contracts and benefit claims incurred in
the period in excess of related policy account balances.

Reserves for Future Policy and Contract Benefits
- ------------------------------------------------

Liabilities for future policy benefits for participating whole life policies are
calculated using the net level premium method and assumptions as to interest and
mortality.  The  interest  rate  is the  dividend  fund  interest  rate  and the
mortality rates are those guaranteed in the calculation of cash surrender values
described in the contract.  Liabilities for future policy benefits for term life
insurance  and life  reinsurance  policies  are  calculated  using the net level
premium  method  and  assumptions  as  to  investment   yields,   mortality  and
withdrawals.  The  assumptions  are based on projections of past  experience and
include  provisions for possible  unfavorable  deviation.  These assumptions are
made at the time the contract is issued.  Liabilities for future policy benefits
on universal life and investment contracts consist principally of policy account
values plus  certain  deferred  policy fees which are  amortized  using the same
assumptions and factors used to amortize the deferred policy  acquisition costs.
If the  future  benefits  on  investment  contracts  are  guaranteed  (immediate
annuities  with  benefits  paid for a period  certain) the  liability for future
benefits is the present value of such  guaranteed  benefits.  Claim  liabilities
include  provisions  for  reported  claims  and  estimates  based on  historical
experience for claims incurred but not reported.

Income Taxes
- ------------

The provision for income taxes includes amounts  currently  payable and deferred
income  taxes  resulting  from  the  temporary  differences  in the  assets  and
liabilities determined on a tax and financial reporting basis.

                                       45
<PAGE>

Notes to Financial Statements

2. Investments:
- ---------------
<TABLE>
<CAPTION>

The book value and fair value of investments in fixed maturity securities by type of
investment were as follows:
                                                                                 December 31, 1998
- --------------------------------------------------------------------------------------------------------------------
                                                                             Gross           Gross        Estimated
                                                          Amortized       Unrealized        Unrealized      Fair
                                                            Cost             Gains            Losses        Value
- --------------------------------------------------------------------------------------------------------------------
Available for sale:                                        (in millions)
<S>                                                     <C>               <C>                 <C>       <C>   

Obligations of U.S. government, states,
 ...political subdivisions and foreign governments.      $     42.7        $   5.4             $0.0      $     48.1
Corporate securities                                       1,119.7           65.5              4.3         1,180.9
 Mortgage-backed securities                                  440.7           26.0              0.3           466.4
- --------------------------------------------------------------------------------------------------------------------
                                                        $  1,603.1        $  96.9             $4.6      $  1,695.4
- --------------------------------------------------------------------------------------------------------------------
Held to maturity:
Obligations of U.S. government, states,
 ...political subdivisions and foreign governments      $    108.8        $   7.6             $0.0      $    116.4
Corporate securities.                                      1,656.4          141.0              2.9         1,794.5
Mortgage-backed securities.                                  771.0           50.3              0.3           821.0
- --------------------------------------------------------------------------------------------------------------------
                                                        $  2,536.2        $ 198.9             $3.2      $  2,731.9
- --------------------------------------------------------------------------------------------------------------------


                                                                                 December 31, 1997
- --------------------------------------------------------------------------------------------------------------------
                                                                               
                                                                             Gross           Gross        Estimated
                                                          Amortized       Unrealized        Unrealized      Fair
                                                            Cost             Gains            Losses        Value
- --------------------------------------------------------------------------------------------------------------------
Available for sale:                                        (in millions)

Available for sale:                                    
Obligations of U.S. government, states,                
 ...political subdivisions and foreign governments       $     47.8        $   4.0             $0.0      $     51.8
Corporate securities.                                      1,064.1           55.5              1.8         1,117.8
Mortgage-backed securities.                                  456.8           27.6              0.2           484.2
- --------------------------------------------------------------------------------------------------------------------
                                                        $  1,568.7        $  87.1             $2.0        $1,653.8
- --------------------------------------------------------------------------------------------------------------------
Held to maturity:
Obligations of U.S. government, states,
 ...political subdivisions and foreign governments       $    124.2        $   6.2            $0.3       $    130.1
Corporate securities.                                      1,854.4          123.4             3.6          1,974.2
Mortgage-backed securities                                   923.6           55.5             0.2            978.9
- --------------------------------------------------------------------------------------------------------------------
                                                        $  2,902.2        $ 185.1            $4.1       $  3,083.2
- --------------------------------------------------------------------------------------------------------------------
</TABLE>



The amortized cost and fair value of fixed  maturity  securities at December 31,
1998, by contractual average maturity, are shown below. Expected maturities will
differ from contractual  maturities because borrowers may have the right to call
or prepay obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>

                             Available for Sale        Held to Maturity               Total
                           Amortized      Fair       Amortized      Fair       Amortized     Fair
(in millions)                 Cost        Value        Cost         Value          Cost      Value
- --------------------------------------------------------------------------------------------------------------------
<S>                          <C>       <C>            <C>         <C>             <C>          <C>
Due in one year
   or less                  $  40.7    $ 40.9         $  72.9     $  73.9         $  113.6     $ 114.8

Due after one year
   through five years         392.8     404.1           753.4       790.5          1,146.2     1,194.6

Due after five years
   through ten years          363.9     383.1           577.7       639.3            941.6     1,022.4

Due after ten years           365.0     400.9           361.2       407.2            726.2       808.1
- --------------------------------------------------------------------------------------------------------------------
                            1,162.4   1,229.0         1,765.2     1,910.9          2,927.6     3,139.9
Mortgage-backed securities    440.7     466.4           771.0       821.0          1,211.7     1,287.4
- --------------------------------------------------------------------------------------------------------------------
                           $1,603.1  $1,695.4        $2,536.2    $2,731.9         $4,139.3    $4,427.3
</TABLE>

                                       46
<PAGE>

Notes to  Financial  Statements 

Net investment income consisted of the following:

for years ended December 31            1998     (in millions)     1997
- -------------------------------------------------------------------------
Fixed maturity securities             $341.0                       $359.4
Equity securities                        2.3                          2.5
Mortgage loans                          98.5                        100.9
Real estate                             10.7                         11.2
Policy loans                             8.8                          8.8
Other                                   10.0                          7.3
- -------------------------------------------------------------------------
Gross investment income                471.3                        490.1
Investment expenses                     19.2                         20.6
- -------------------------------------------------------------------------
Net investment income                 $452.1                       $469.5
- -------------------------------------------------------------------------


Net realized  investment  gains and (losses)  include write downs and changes in
the  reserve for losses on mortgage  loans and  foreclosed  real estate of $(.1)
million and $(1.3)  million for 1998 and 1997,  respectively.  Proceeds from the
sales,  maturities or calls of investments in fixed  maturities  during 1998 and
1997 were approximately $850.5 million and $576.3 million,  respectively.  Gross
gains of $14.9  million and $11.6  million,  and gross losses of $.6 million and
$1.3  million  were  realized  in 1998 and 1997,  respectively.  The  changes in
unrealized  appreciation  of fixed  maturities  amounted to  approximately  $7.2
million and $39.9 million in 1998 and 1997, respectively.

At December  31, 1998,  the  unrealized  appreciation  on equity  securities  of
approximately  $2.3 million is comprised of $3.8 million in unrealized gains and
$1.5  million  of  unrealized   losses  and  has  been  reflected   directly  in
policyholders'  surplus.  The change in the  unrealized  appreciation  of equity
securities  amounted  to  approximately  $.1 million and $.9 million in 1998 and
1997, respectively.

The Company  maintains a  diversified  mortgage  loan  portfolio  and  exercises
internal limits on concentrations of loans by geographic area, industry, use and
individual mortgagor. At December 31, 1998, the largest geographic concentration
of  commercial  mortgage  loans was in Indiana,  California  and  Florida  where
approximately 31% of the portfolio was invested.  A total of 40% of the mortgage
loans  have  been  issued on retail  properties,  primarily  backed by long term
leases or guarantees from strong credits.

The Company has outstanding  mortgage loan  commitments at December 31, 1998, of
approximately  $100.3  million.  As of December 31, 1998,  the carrying value of
investments that produced no income for the previous twelve month period was $.2
million.


3. Insurance Liabilities:
- -------------------------

Insurance liabilities consisted of the following:
<TABLE>
<CAPTION>
                                                                                                         (in millions)
- -------------------------------------------------------------------------------------------------------------------------
                                              Withdrawal     Mortality or morbidity    Interest rate     December 31,
                                              assumption           assumption           assumption       1998     1997
- -------------------------------------------------------------------------------------------------------------------------
Future policy benefits:
- -------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>           <C>                      <C>               <C>       <C>    

  Participating whole life contracts           Company       Company                  2.5% to 6.0%      $ 632.7   $ 594.5
                                                experience    experience
  Universal life-type contracts                   n/a              n/a                     n/a            381.2     376.4
  Other individual life contracts              Company       Company                  2.5% to 8.0%        271.1     216.4
                                                experience    experience
  Accident and health                             n/a              n/a                     n/a             55.2      51.0
  Annuity products                                n/a              n/a                     n/a          3,803.7   4,213.6
  Group life and health                           n/a              n/a                     n/a            195.2     191.0
Other policyholder  funds                         n/a              n/a                     n/a            203.9     177.1
Pending policyholder claims                       n/a              n/a                     n/a            209.2     164.3
- -------------------------------------------------------------------------------------------------------------------------
         Total insurance liabilities                                                                   $5,752.2  $5,984.3
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>


Participating  life  insurance  policies  under  generally  accepted  accounting
principles  represent  approximately  7%  and 9% of the  total  individual  life
insurance  in force at December 31, 1998 and 1997,  respectively.  Participating
policies  represented  approximately 34% and 39% of life premium income for 1998
and  1997,  respectively.  The  amount  of  dividends  to be paid is  determined
annually by the Board of Directors.

                                       47
<PAGE>

Notes to  Financial  Statements 

4. Employees' and Agents' Benefit Plans:
- ----------------------------------------

The  Company  has  a  noncontributory  defined  benefit  pension  plan  covering
substantially all employees. Company contributions to the employee plan are made
periodically  in an amount between the minimum ERISA required  contribution  and
the  maximum   tax-deductible   contribution.   Such  amounts  are  expensed  as
contributed.  Contributions  made to the Plan were $2.1 million in 1998 and $2.8
million in 1997.

The following  benefit  information for the employees'  defined benefit plan was
determined   by   independent   actuaries  as  of  January  1,  1998  and  1997,
respectively, the most recent actuarial valuation dates:

                                       1998     (in millions)  1997
- --------------------------------------------------------------------------------
Actuarial present value of
  accumulated benefits for the
  employees' defined benefit plan       $33.6                   $28.1
Fair value of plan assets                49.6                    39.7
- --------------------------------------------------------------------------------
Funded status                           $16.0                   $11.6
- --------------------------------------------------------------------------------
Net periodic pension cost              $  2.1                  $  2.0
- --------------------------------------------------------------------------------
 

The assumed  discount rate was 7.17% and 7.36% for 1998 and 1997,  respectively.
For both 1998 and 1997, the expected return on plan assets was 8.0% and the rate
of  compensation  increase  assumed was 6%.  Benefits  paid out of the Plan were
approximately  $3.1 million in 1998 and $2.6 million in 1997.  

The   Company   has  a   defined   contribution   plan  and  a   401(k)   salary
reduction/savings plan for employees. Quarterly contributions covering employees
who have  completed one full calendar year of service are made by the Company in
amounts based upon the Company's financial results. Company contributions to the
plan during 1998 and 1997 were $1.7 million and $1.5 million, respectively.

The Company has a defined  contribution  pension plan and a 401(k) plan covering
substantially all of the agents,  except general agents.  Contributions of 3% to
4 1/2% of defined commissions  (plus 3% to 41/2% for commissions over the Social
Security wage base) are made to the pension plan. An additional  contribution of
3% of  defined  commissions  is made to a  401(k)  plan.  Company  contributions
expensed  for  these  plans  for 1998  and  1997  were  $257,000  and  $268,000,
respectively.

The funds for all plans are held by the Company under deposit administration and
group annuity contracts.

The  Company  also  provides  certain  health care and life  insurance  benefits
(postretirement  benefits) for retired employees and certain agents  (retirees).
Employees  and agents  with at least 10 years of plan  participation  may become
eligible for such  benefits if they reach  retirement  age while working for the
Company.

Accrued postretirement benefits as of December 31:    1998 (in millions)  1997
================================================================================
Accumulated postretirement benefit obligation           $9.5              $9.3
Net postretirement benefit cost                          1.2               1.0
Company contributions                                     .7                .7
- --------------------------------------------------------------------------------

There are no  specific  plan  assets  for this  postretirement  liability  as of
December 31, 1998 and 1997.  Claims incurred for benefits were funded by company
contributions.

The assumed  discount rate used in determining  the  accumulated  postretirement
benefit was 7.00% and the assumed  health care cost trend rate was 10% graded to
5% until 2004.  Compensation rates were assumed to increase 6% at each year end.
The health  coverage  for  retirees 65 and over is capped in the year 2000.  The
health care cost trend rate assumption has an effect on the amounts reported. An
increase in the assumed  health  care cost trend rates by one  percentage  point
would increase the accumulated  postretirement benefit obligation as of December
31, 1998, by $152,000 and increase the accumulated  postretirement  benefit cost
for 1998 by $16,000.

                                       48
<PAGE>

Notes to  Financial  Statements 

5. Federal Income Taxes:
- ------------------------

A  reconciliation  of the  income  tax  attributable  to  continuing  operations
computed at U.S. federal  statutory tax rates to the income tax expense included
in the statement of operations follows:

for years ended December 31                       1998 (in millions)  1997
- ------------------------------------------------------------------------------
Income tax computed at statutory tax rate        $31.0              $36.3
 Tax exempt income                                (2.0)              (1.5)
 Mutual company differential earnings amount       4.3                6.1
 Prior year differential earnings amount         (10.2)              (3.7)
 Other                                            (0.8)              (7.4)
- ------------------------------------------------------------------------------
 Federal income tax                              $22.3              $29.8
- ------------------------------------------------------------------------------

The  components of the provision for income taxes on earnings  included  current
tax  provisions of $14.2 million and $22.5 million for the years ended  December
31, 1998 and 1997,  respectively,  and  deferred tax expense of $8.1 million and
$7.3 million for the years ended December 31, 1998 and 1997, respectively.

Deferred income tax assets (liabilities)
- --------------------------------------------------------------------------------
as of December 31:                                      1998             1997
- --------------------------------------------------------------------------------
Deferred policy acquisition costs                     $(148.8)         $(137.0)
Investments                                             (11.1)           (12.0)
Insurance liabilities                                   158.9            154.7
Unrealized appreciation of securities                   (23.6)           (21.9)
Other                                                    (6.1)            (4.7)
- --------------------------------------------------------------------------------
   Deferred income tax assets (liabilities)          $  (30.7)        $  (20.9)
- --------------------------------------------------------------------------------

Federal  income  taxes paid were $10.6  million  and $28.6  million for 1998 and
1997, respectively.

6. Reinsurance:
- ---------------

The Company is a party to various reinsurance  contracts under which it receives
premiums as a reinsurer and reimburses the ceding  companies for portions of the
claims  incurred.  At December 31, 1998 and 1997, life  reinsurance  assumed was
approximately 74% and 71%, respectively, of life insurance in force.

For individual life policies, the Company cedes the portion of the total risk in
excess of $1,500,000.  For other policies,  the Company has established  various
limits  of  coverage  it will  retain  on any one  policyholder  and  cedes  the
remainder of such coverage.

Certain statistical data with respect to reinsurance follows:

for years ended December 31                             1998             1997
- --------------------------------------------------------------------------------
Direct statutory premiums                              $374.1           $369.4
Reinsurance assumed                                     329.7            253.9
Reinsurance ceded                                       150.2            132.3
- --------------------------------------------------------------------------------
         Net premiums                                   553.6            491.0
- --------------------------------------------------------------------------------
         Reinsurance recoveries                        $146.4         $  103.4

The Company  accounts for all  reinsurance  agreements  as transfers of risk. If
companies  to which  reinsurance  has been ceded are unable to meet  obligations
under  the  reinsurance  agreements,   the  Company  would  remain  liable.  Six
reinsurers  account for  approximately  66% of the Company's  December 31, 1998,
ceded reserves for life and accident and health insurance. The remainder of such
ceded reserves is spread among numerous reinsurers.

7. Surplus Notes and Lines of Credit:
- -------------------------------------

On February 16, 1996, the Company issued $75 million of Surplus Notes, due March
30, 2026.  Interest is payable  semi-annually on March 30, and September 30 at a
7.75% annual  rate.  Any payment of interest on or principal of the Notes may be
made only with the prior approval of the Commissioner of the Indiana  Department
of Insurance.  The Surplus Notes may not be redeemed at the option of AUL or any
holder of the Surplus  Notes.  Interest paid during 1998 was $5.8  million.  The
Company has available a $125 million committed credit facility.  No amounts have
been drawn as of December 31, 1998.

                                       49
<PAGE>

Notes to  Financial  Statements 

8. Commitments and Contingencies:
- ---------------------------------

Various  lawsuits have arisen in the ordinary course of the Company's  business.
In each of the matters,  the Company  believes the ultimate  resolution  of such
litigation  will not result in any  material  adverse  impact to  operations  or
financial condition of the Company.

In 1997,  AUL signed an investment  agreement with  Indianapolis  Life Insurance
Company  (Indianapolis Life) and Indianapolis Life Group of Companies (ILGroup),
a downstream holding company of Indianapolis Life, with a purpose of creating an
affiliation under a mutual holding company structure.  At December 31, 1998, AUL
has  invested  $49.5  million in ILGroup in exchange for a 33.2%  ownership.  In
1998,  AUL signed an  affiliation  agreement  with Pioneer Mutual Life Insurance
Company,  who joined with AUL,  Indianapolis  Life and State Life  contemplating
future integration of the companies in a mutual holding company structure.

9.  Statutory  Information: 
- ----------------------------

AUL and State Life prepare  statutory  financial  statements in accordance  with
accounting  principles  and  practices  prescribed  or  permitted by the Indiana
Department  of  Insurance.   Prescribed  statutory  accounting  practices  (SAP)
currently  include  state laws,  regulations  and general  administrative  rules
applicable to all insurance enterprises domiciled in a particular state, as well
as practices  described  in National  Association  of  Insurance  Commissioners'
(NAIC) publications.

A reconciliation of SAP surplus to GAAP surplus at December 31 follows:
- --------------------------------------------------------------------------------
for years ended December 31                           1998 (in millions)  1997
- --------------------------------------------------------------------------------
  SAP surplus                                       $496.5               $464.2
  Deferred policy acquisition costs                  481.8                447.4
  Adjustments to policy reserves                    (306.0)              (303.1)
  Asset valuation and interest maintenance reserves   88.9                 86.1
  Unrealized gain on invested assets, net             39.5                 36.5
  Surplus notes                                      (75.0)               (75.0)
  Deferred income taxes                               (6.7)                 1.0
  Other, net                                          15.1                  7.5
- --------------------------------------------------------------------------------
  GAAP surplus                                      $734.1               $664.6
- --------------------------------------------------------------------------------

A  reconciliation  of SAP net  income to GAAP net  income  for the  years  ended
December 31 follows:

- --------------------------------------------------------------------------------
for years ended December 31                           1998 (in millions)  1997
- --------------------------------------------------------------------------------
  SAP income                                         $33.5                $41.8
  Deferred policy acquisition costs                   34.5                 37.6
  Adjustments to policy reserves                      (3.7)                (9.2)
  Deferred income taxes                               (8.1)                (7.3)
  Other, net                                          10.3                 11.4
- --------------------------------------------------------------------------------
  GAAP net income                                    $66.5                $74.3
- --------------------------------------------------------------------------------
                                               

Life insurance companies are required to maintain certain amounts of assets on
deposit with state regulatory authorities. Such assets had an aggregate carrying
value of $4.9 million at December 31, 1998.

10. Fair Value of Financial Instruments:
- ----------------------------------------

The disclosure of fair value information about certain financial  instruments is
based  primarily  on  quoted  market  prices.  The  fair  values  of  short-term
investments and policy loans  approximate the carrying  amounts  reported in the
balance  sheets.  Fair  values for fixed  maturity  and equity  securities,  and
surplus  notes are based on quoted  market  prices  where  available.  For fixed
maturity  securities not actively traded, fair values are estimated using values
obtained  from  independent  pricing  services,   or  in  the  case  of  private
placements,  are  estimated by  discounting  expected  future cash flows using a
current market rate applicable to the yield,  credit quality and maturity of the
investments.

The fair  value of the  aggregate  mortgage  loan  portfolio  was  estimated  by
discounting  the future cash flows using  current  rates at which  similar loans
would be made to borrowers with similar credit ratings for similar maturities.

The estimated fair values of the liabilities for policyholder  funds approximate
the  statement  values  because  interest  rates  credited  to account  balances
approximate current rates paid on similar funds and are not generally guaranteed
beyond one year. Fair values for other insurance reserves are not required to be
disclosed.  However, the estimated fair values for all insurance liabilities are
taken into  consideration in the Company's  overall  management of interest rate
risk, which minimizes  exposure to changing  interest rates through the matching
of investment  maturities with amounts due under insurance  contracts.  The fair
values of certain financial instruments along with their corresponding  carrying
values at December 31, 1998 and 1997 follow.

                                       50
<PAGE>

                                     1998    (in millions)  1997
- --------------------------------------------------------------------------------
                              Carrying     Fair     Carrying      Fair
                              Amounts      Value    Amounts       Value
- --------------------------------------------------------------------------------
Fixed maturity securities:

   Available for sale        $1,695.4   $1,695.4  $1,653.8     $1,653.8
   Held to Maturity           2,536.2    2,731.9   2,902.2      3,083.2
Equity securities                75.1       75.1      18.6         18.6
Mortgage loans                1,128.5    1,202.1   1,120.4      1,201.0
Policy loans                    144.4      144.4     143.1        143.1
Surplus notes                    75.0       80.5      75.0         79.5
- --------------------------------------------------------------------------------

    
                                       48
<PAGE>
================================================================================
          No  dealer,  salesman  or any other  person is  authorized  by the AUL
          American  Individual  Variable  Life Unit  Trust or by AUL to give any
          information or to make any  representation  other than as contained in
          this Prospectus in connection with the offering described herein.

          AUL  has  filed a  Registration  Statement  with  the  Securities  and
          Exchange   Commission,   Washington,   D.C.  For  further  information
          regarding the AUL Modified Single Premium Variable Life policies,  AUL
          and its variable products, please reference the Registration statement
          and the exhibits filed with it or incorporated  into it. All contracts
          referred to in this prospectus are also included in that filing.
================================================================================




                      MODIFIED SINGLE PREMIUM VARIABLE LIFE


                                     Sold By

                                 AMERICAN UNITED
                            LIFE INSURANCE COMPANY(R)


                               One American Square
                           Indianapolis, Indiana 46282


                                   PROSPECTUS

                               Dated: May 1, 1999

================================================================================

                                       49
<PAGE>


                                     PART II

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities  Exchange
Act of 1934,  the  undersigned  registrant  hereby  undertakes  to file with the
Securities and Exchange Commission such supplementary and periodic  information,
documents,  and reports as may be prescribed by any regulation of the Commission
heretofore  or hereafter  duly adopted  pursuant to authority  conferred in that
section.

RULE 484 UNDERTAKING
Article  IX,  Section  1 of  the  by-laws  of  American  United  Life  Insurance
Company(R) ("AUL") provides as follows:

         The  corporation  shall  indemnify  any  director  or officer or former
         director or officer of the corporation  against  expenses  actually and
         reasonably  incurred  by  him  (and  for  which  he is not  covered  by
         insurance)  in  connection  with the  defense  of any  action,  suit or
         proceeding (unless such action, suit or proceeding is settled) in which
         he is made a party by reason of being or having  been such  director or
         officer, except in relation to matters as to which he shall be adjudged
         in such action,  suit or  proceeding,  to be liable for  negligence  or
         misconduct in the  performance of his duties.  The corporation may also
         reimburse any director or officer or former  director or officer of the
         corporation for the reasonable  costs of settlement of any such action,
         suit or proceeding, if it shall be found by a majority of the directors
         not  involved  in the matter in  controversy  (whether or not a quorum)
         that it was to the interest of the corporation  that such settlement be
         made and that such  director or officer was not guilty of negligence or
         misconduct.  Such rights of indemnification and reimbursement shall not
         be exclusive of any other rights to which such  director or officer may
         be entitled under any By-law, agreement, vote of members or otherwise.

Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
Depositor pursuant to the foregoing provisions,  or otherwise, the Depositor has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Depositor of expenses  incurred
or paid by a director,  officer or  controlling  person of the  Depositor in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  the Depositor will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

SECTION 26(E)(2) REPRESENTATION

AUL, the sponsoring  insurance company of the AUL American  Individual  Variable
Life Unit Trust,  hereby represents that the fees and charges deducted under the
Policies  are  reasonable  in relation to the  services  rendered,  the expenses
expected to be incurred and the risks assumed by AUL.


RULE 6E-3(T) REPRESENTATION

This filing is made pursuant to Rule 6e-3(T) and Rule 6c-3 under the  Investment
Company Act of 1940.

<PAGE>

CONTENTS OF REGISTRATION STATEMENT

This  Post-Effective  Amendment  to  the  Registration  Statement  on  Form  S-6
comprises the following papers and documents:
                  The facing sheet.
                  Reconciliation and tie.
                  The Prospectus (including illustrations).
                  The undertaking to file reports. 
                  The undertaking  pursuant to Rule 484.
                  The representation pursuant to Section 26(e)(2).
                  The Rule 6e-3(T) representation.
                  The signatures.
                  Written consent of the following persons (included
                    in the exhibits shown below):
                    Independent Public Accountants
                    Dechert Price & Rhoads
                    Actuary

The following exhibits:

         1.       (1)      Resolution of the Board of Directors of the Depositor
                           dated July 10, 1997 concerning AUL American
                           Individual Variable Life Unit Trust(1)

                  (2)      Inapplicable

                  (3)      (a) Inapplicable

                           (b) Inapplicable

                           (c) Schedule of Sales Commissions(3)

                  (4)      Inapplicable

                  (5)      (a) Form of  Modified  Single  Premium  Variable Life
                               Insurance Policy(2)

                           (b) Form of Last Survivor Rider(1)

                           (c) Form of Waiver of Monthly Deduction Disability(1)

                           (d) Form of Guaranteed Insurance Option(1)

                                       2
<PAGE>

                           (e) Form of Children's Benefit Rider(1)

                           (f) Form of Other Insured/Same Insured Rider(1)

                           (g) Form of Waiver of Premium Disability(1)

                           (h) Form of Automatic Increase Rider(1)

                           (i) Form of Guaranteed Minimum Death Benefit Rider(1)

                           (j) Form of Accelerated Death Benefit Rider(1)

                           (k) Form of Joint  First-to-Die  Level Term Insurance
                               Rider(1)

                           (l) Form of Long Term Care Accelerated Death  Benefit
                               Rider(4)

                           (m) Form of Long Term Care Joint  First-to-Die 
                               Accelerated Death Benefit Rider(4)

                  (6)      (a) Certification of Articles of Merger of American 
                               Central Life Insurance Company and United Mutual 
                               Life Insurance Company (3)

                           (b) Articles of Merger of American Central Life 
                               Insurance Company and United Mutual Life 
                               Insurance Company (3)

                           (c) By-laws  of  American   United   Life   Insurance
                               Company(R) (3)

                  (7)      Inapplicable

                  (8)      (a) Form of Participation  Agreement between American
                               United  Life   Insurance   Company(R)  and  Alger
                               American Fund (3)

                           (b) Form of Participation  Agreement between American
                               United Life  Insurance  Company(R)  and  American
                               Century Variable Portfolios, Inc. (3)

                           (c) Form of Participation  Agreement between American
                               United Life  Insurance  Company(R)  and  Fidelity
                               Variable Insurance Products Fund (3)

                           (d) Form of Participation  Agreement between American
                               United Life  Insurance  Company(R)  and  Fidelity
                               Variable Insurance Products Fund II (3)

                           (e) Form of Participation  Agreement between American
                               United  Life  Insurance  Company(R)  and T.  Rowe
                               Price Equity Series, Inc. (3)

                  (9)      Inapplicable

                  (10)     Form  of   Application   for  Variable Universal Life
                           Insurance Policy(4)

                                       3
<PAGE>

         2.       Opinion and consent of legal  officer of American  United Life
                  Insurance   Company(R)  as  to  legality  of  Policies   being
                  registered(2)

         3.       Inapplicable

         4.       Inapplicable

         5.       Inapplicable

         6.       Consent of Independent Accountants(5)

         7.       Consent of Dechert Price & Rhoads(2)

         8.       Opinion of Actuary(2)

         9.       Memorandum  Describing  Issuance,   Transfer,  and  Redemption
                  Procedures(2)

         10.      Powers of Attorney(3)
- ---------------

(1)      Incorporated herein by reference to the Registration  Statement for the
         Flexible  Premium  Adjustable  Variable Life Insurance Policy funded by
         AUL American  Individual  Variable Life Unit Trust (File No. 333-32531)
         filed with the Securities and Exchange Commission on July 31, 1997.

(2)      Filed with the Registrant's initial registration statement on Form
         S-6 (File No. 333-32531) on July 31, 1997. 

(3)      Filed  with  the  Registrant's  Post-Effective  Amendment  No. 1 to the
         Registration Statement on Form S-6 (File No. 333-32553) on 
         April 30, 1998.

(4)      Filed  with  the  Registrant's  Post-Effective  Amendment  No. 2 to the
         Registration Statement on Form S-6 (File No. 333-32553) on May 1, 1999.

(5)      Filed  with   the  Registrant's  Post-effective  Amendment  No. 3 (File
         333-32553) on April 30, 1999.

<PAGE>

                                   SIGNATURES


   
     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies that it meets all of the requirements  for  effectiveness of this Post
Effective Amendment to the Registration  Statement pursuant to rule 485(b) under
the Securities Act of 1933 and has duly caused this Post-Effective  Amendment to
the  Registration  Statement  (Form  S-6)  to be  signed  on its  behalf  by the
undersigned,  thereunto duly authorized, and its seal to be hereunto affixed and
attested, all in the City of Indianapolis, and the State of Indiana, on the 30th
day of April, 1999.

                               AUL AMERICAN INDIVIDUAL VARIABLE LIFE UNIT TRUST
                                            (Registrant)

                               By:  American United Life Insurance Company

                               By:  Jerry D. Semler*
                                    Name:  Jerry D. Semler                    
                                    Title: Chairman of the Board, President,  
                                           and Chief Executive Officer       
                                         

                               AMERICAN UNITED LIFE INSURANCE COMPANY(R)
                                            (Depositor)

                               By:  Jerry D. Semler*
                                    Name:  Jerry D. Semler                  
                                    Title: Chairman of the Board, President,
                                           and Chief Executive Officer     


* By:  /s/ Richard A. Wacker
       ______________________    
       Richard A. Wacker as attorney-in-fact

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.
<TABLE>
<S>                       <C>                                                   <C> 

Name                      Capacity                                              Date

Jerry D. Semler*          Director, President, and Chief Executive Officer      April 30, 1999

James W. Murphy*          Principal Financial and Accounting Officer            April 30, 1999

Steven C. Beering, M.D.*  Director                                              April 30, 1999

Arthur L. Bryant*         Director                                              April 30, 19999

James E. Cornelius*       Director                                              April 30, 1999

James E. Dora*            Director                                              April 30, 1999

Otto N. Frenzel III*      Director                                              April 30, 1999

David W. Goodrich         Director                                              April 30, 1999

William P. Johnson*       Director                                              April 30, 1999

James T. Morris           Director                                              April 30, 1999

R. Stephen Radcliffe*     Director                                              April 30, 1999

Thomas E. Reilly, Jr.     Director                                              April 30, 1999

William R. Riggs          Director                                              April 30, 1999

Yvonne H. Shaheen*        Director                                              April 30, 1999

Frank D. Walker*          Director                                              April 30, 1999

</TABLE>

* By:  /s/ Richard A. Wacker
       _______________________________         
       Richard A. Wacker as attorney-in-fact

    

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                               EXHIBITS FILED WITH
                                    FORM S-6



                For Registration Under the Securities Act of 1933
                     of Securities of Unit Investment Trust
                            Registered on Form N-8B-2




                AUL AMERICAN INDIVIDUAL VARIABLE LIFE UNIT TRUST
                  OF AMERICAN UNITED LIFE INSURANCE COMPANY(R)

<TABLE>

<S>                                                 <C>

Exhibit               Exhibit 
 Number in Form       Numbering
 S-6, Item 24(b)        Value                  Name of Exhibit
- ----------------      ---------                ---------------

   
   6                  EX-99.6                  Consent of Independent Accountants
    

</TABLE>

- --------------------------------------------------------------------------------
                                    EXHIBIT 6
                       CONSENT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------

                       Consent of Independent Accountants



We consent to the inclusion in this prospectus for the "AUL Individual  Variable
Life Unit Trust," the Modified Single Premium  Variable Life Insurance Policy of
our report  dated  February 26,  1999,  on our audits of the combined  financial
statements of American  United Life  Insurance  Company.  We also consent to the
reference to our firm under the caption "Independent Accountants."



/s/ PricewaterhouseCoopers LLP

PRICEWATERHOUSECOOPERS LLP

April 30, 1999




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